Common use of Over-allotment; Stabilization Clause in Contracts

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section exceed 15% of the amount of our Securities. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this Section, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxx-up on purchases and sales effected by you. If pursuant to the provisions of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, us for direct sale, or any Securities which may have been issued in exchange for such Securities, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxx-up, if any. In lieu of such action you may, in your discretion, sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section exceed 15% of the amount of our Securities. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this Section, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxxmark-up on purchases and sales effected by you. If pursuant pursuxxx to the provisions of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, us for direct sale, or any Securities which may have been issued in exchange for such Securities, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxxmark-up, if any. In lieu of such action you may, in your discretiondiscretiox, sell xell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities Units to Selected Dealers and others and, if necessary, to purchase Securities Units (whether pursuant to exercise of the option set forth in Section 2(b4.01(b) of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the SecuritiesUnits, to make purchases purchase and sales sale of Securities Units on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section 11 exceed 15% of the amount of our SecuritiesUnits. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities Units so purchased for our account and deliver on demand any Securities Units so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities Units purchased pursuant to this SectionSection 11, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such SecuritiesUnits. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxxmark-up xx on purchases purchase and sales effected by you. If pursuant to the provisions provision of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities Units which were retained by, or released to, us for direct sale, or any Securities Units which may have been issued in exchange for such SecuritiesUnits, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such SecuritiesUnits, or to require us to repurchase such Securities Units at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxxmark-upxx, if any. In lieu of such action you may, in your discretion, sell for our account the Securities Units so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section 11 or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Exchange Act not later than five business days following the date day upon which such stabilization transaction was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rulerule.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) 5 of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section 9 exceed 15% of the amount of our Securities. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this SectionSection 9, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxx-up on purchases and sales effected by you. If pursuant to the provisions provision of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, us for direct sale, or any Securities which may have been issued in exchange for such Securities, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxx-up, if any. In lieu of such action you may, in your discretion, sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section 9 or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the Securities Exchange Act of 1934 Act not later than five business days following the date day upon which such stabilization transaction was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section exceed 15% of the amount of our Securities. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this Section, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxxmark-up xx on purchases and sales effected by you. If pursuant to the provisions of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, us for direct sale, or any Securities which may have been issued in exchange for such Securities, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxxmark-upxx, if any. In lieu of such action you may, in your discretion, sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) 5 of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section 9 exceed 15% of the amount of our Securities. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this SectionSection 9, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxxmark-up xx on purchases and sales effected by you. If pursuant to the provisions of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, us for direct sale, or any Securities which may have been issued in exchange for such Securities, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxx-up, if any. In lieu of such action you may, in your discretion, sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section exceed 15% of the amount of our Securities. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this Section, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxxmark-up xx on purchases and sales effected by you. If pursuant to the provisions of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, us for direct sale, or any Securities which may have been issued in exchange for such Securities, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxxmark-upxx, if any. In lieu of such action you may, in your discretion, sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We authorize you, you for the account of each Underwriterour account, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities Shares to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth Shares as provided for in Section 2(b) Paragraph 4 of the Underwriting Agreement or otherwise) Agreement, and to make other purchases of Shares at such prices as you may determine determine, all for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the SecuritiesShares of the Company, to make purchases and sales of Securities securities of the Company on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, otherwise at such prices, in such amounts and in such manner as you may determine; , provided, however, that at no time shall our net commitment, either for long or short account, under this Section Paragraph 10 exceed 15% of the amount of our SecuritiesCommitment. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters in such proportions as nearly you may determine. It is understood that you may have made purchases of common stock of the Company for stabilizing purposes prior to the execution of this Agreement and we agree that any common stock of the Company so purchased shall be treated as practicable having been purchased for the respective accounts of the Underwriters pursuant to their respective underwriting proportionsthe foregoing authorization. We agree to take up on demand at cost any Securities Shares of the Company so purchased for our account and deliver on demand any Securities Shares or other shares of common stock of the Company so sold or over-allotted for our account. We authorize you to sell for the our account any securities of the Underwriters any Securities Company purchased pursuant to this SectionParagraph 10, upon such terms as you may deem advisable, advisable and any Underwriter, including yourselves, may purchase such SecuritiesShares. You are authorized to charge the respective accounts of the Underwriters our account with broker's commissions or dealer's xxxx-up on purchases and sales effected by youyou for our account. We agree to transmit to you for filing with the Securities and Exchange Commission any and all reports required to be made by us pursuant to paragraph (e) of Rule 17a-2 under the Securities Exchange Act of 1934 as a result of any transactions in connection with the offering of the Shares. If pursuant to the provisions of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) otherwise you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities common stock of the Company or Shares which were retained by, by or released to, to us for direct sale, or any Securities other shares or common stock of the Company which may have been issued in exchange for such Securities, Shares we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, common stock or Shares or to require us to repurchase such Securities common stock or Shares at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxx-up, if any. In lieu of such action you may, in your discretion, sell for our account the Securities common stock of the Company or Shares so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters Under-writers pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section 10 exceed 1513% of the amount of our Securities. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this Section, Section 10 upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxx-up on purchases and sales effected by you. If pursuant to the provisions provision of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, us for direct sale, or any Securities which may have been issued in exchange for such Securities, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxx-up, if any. In lieu of such action you may, in your discretion, sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section 9 or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Securities Exchange Act of 1934, as amended, not later than five business days following the date day upon which such stabilization transaction was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We You authorize you, the Representatives for the account of each Underwriter, prior to the termination of such time as this AgreementAgreement shall cease to be applicable to an Offering, and for such longer period as may be necessary in the judgment of the Representatives to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities to Selected Dealers and others to institutions and other retail purchasers and, if necessary, to purchase Securities (whether pursuant to exercise or other securities of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) issuer at such prices as you the Representatives may determine for the purpose purposes of covering such over-allotments, allotments and (b9b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities or of any other securities of the issuer or any guarantor or insurer of the Securities as the Representatives may advise by the invitation or otherwise, on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you the Representatives may determine; provided, however, that at no time shall our your net commitmentcommitment under this Section 10, either for long or short accountaccount (your net commitment in the case of a short account being computed on the assumption that all Over-Allotment Securities, under this Section if any, are acquired ), exceed 1520% (or such other amount as may be specified in the Invitation) of the amount aggregate initial offering price of our your Securities. Subsequent to receipt by us on the Acceptances of the Underwriters of an Offering, such percentage may be increased in connection with such Offering with the approval of a majority in interest of the Underwriters. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to in accordance with their respective underwriting proportionsinitial Commitment Percentages. We It is understood that, in connection with any particular Offering, the Representatives may make purchases of securities of the issuer or any guarantor or insurer of the Securities of stabilizing purposes before the time you become an Underwriter, and you agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. You agree to take up on demand at cost any Securities securities so purchased for our your account and deliver on demand any Securities securities so sold or over-over- allotted for our your account. We You authorize you the Representatives to sell for the account of the Underwriters any Securities securities purchased pursuant to this SectionSection 10, upon such terms as you the Representatives may deem advisable, and any Underwriter, including yourselvesany of the Representatives, may purchase such Securitiessecurities. You are authorized authorize the Representatives to charge the respective accounts account of the Underwriters with broker's commissions commission or dealer's xxxx-up ups on purchases and or xxxx- downs on sales effected by youthe Representative. If the Representatives effect any stabilizing purchases pursuant to this Section, the Representatives shall notify you promptly of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You agree to transmit to the Representatives for filing with the Commission any report required to be made by you pursuant to the Exchange Act as a result of any transactions in connection with any Offering. It is understood that no assurance is given by the Representatives or any other Underwriter that the price of any securities of the issuer or any guarantor or insurer of the Securities will be stabilized or that stabilizing, if commenced, will not be discontinued at any time. If pursuant to the provisions of the preceding paragraph and prior to such time as the termination terms of this Agreement agreement shall cease to be applicable to an offering (or prior to such earlier date as you the Representatives may have determineddetermined or such later date as may be necessary in the judgment of the Representatives to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement) you the Representatives purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which that were retained by, or released to, us you for direct sale, or any Securities which may have been issued in exchange for such Securities, we you authorize you the Representatives either to charge our your account with an amount equal to the selling concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us you to repurchase such Securities at a price equal to the total cost of such purchase, including any accred interest, amortization of original issue discount, accumulated dividends, transfer taxes and taxes, broker's commissions or dealer's xxxx-upxxxx- ups, if any. In in lieu of such action you mayaction, in your discretion, the Representatives may sell for our your account the Securities so purchased and debit or credit our your account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in , after giving effect to the incurrence of any stabilization transaction pursuant to this Section or otherwise and will notify us of the date of termination of stabilization. We agree charges and expenses referred to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Ruleabove.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section exceed 15% of the amount of our Securities. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this Section, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxx-up on purchases and sales effected by you. If pursuant to the provisions of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, us for direct sale, or any Securities which may have been issued in exchange for such Securities, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxx-upmarkup, if any. In lieu of such action you may, in your discretion, sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon u-con which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters Under-writers pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities Stock to Selected Dealers and others and, if necessary, to purchase Securities Stock (whether pursuant to exercise of the option set forth in Section 2(b) 5 of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the SecuritiesStock, to make purchases and sales of Securities Stock on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section 9 exceed 15% of the amount of our SecuritiesStock. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this Section, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxx-up on purchases and sales effected by you. If pursuant to the provisions provision of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities Stock which were retained by, or released to, us for direct sale, or any Securities Stock which may have been issued in exchange for such SecuritiesStock, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such SecuritiesStock, or to require us to repurchase such Securities Stock at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxxmark-upxx, if any. In lieu of such action you may, in your discretion, sell for our account the Securities Stock so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section 9 or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the Securities Exchange Act of 1934 Act not later than five business days following the date day upon which such stabilization transaction was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We authorize you, for the account of ----------------------------- each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-over- allot in arranging for sales of Securities to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; determine provided, however, that at no time shall our net commitment, either for long or short account, under this Section exceed 15% of the amount of our Securities. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this Section, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxx-up on purchases and sales effected by you. If pursuant to the provisions of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, us for direct sale, or any Securities which may have been issued in exchange for such Securities, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxx-upmarkup, if any. In lieu of such action you may, in your discretion, sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities Stock to Selected Dealers and others and, if necessary, to purchase Securities Stock (whether pursuant to exercise of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the SecuritiesStock, to make purchases and sales of Securities Stock on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section 9 exceed 15% of the amount of our SecuritiesStock. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities Stock so purchased for our account and deliver on demand any Securities Stock so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities Stock purchased pursuant to this SectionSection 9, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such SecuritiesStock. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxxmark-up xx on purchases and sales effected by you. If pursuant to the provisions provision of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities Stock which were was retained by, or released to, us for direct sale, or any Securities Stock which may have been issued in exchange for such SecuritiesStock, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such SecuritiesStock, or to require us to repurchase such Securities Stock at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxxmark-upxx, if any. In lieu of such action you may, in your discretion, sell for our account the Securities Stock so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section 9 or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the Securities Exchange Act of 1934 Act not later than five business days following the date day upon which such stabilization transaction was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.and

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot overallot in arranging for sales of Securities Shares to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) Shares at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the SecuritiesShares, to make purchases and sales of Securities Shares, on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; providedPROVIDED, howeverHOWEVER, that at no time shall our net commitment, either for long or short account, under this Section 9 exceed 15% of the aggregate amount of our SecuritiesShares (our net commitment in the case of short account being computed on the assumption that all of the Option Shares are acquired). Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable in proportion to their respective underwriting proportionsobligations. We agree to take up on upon demand at cost any Securities Shares so purchased for our account and deliver on demand any Securities Shares so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities Shares purchased pursuant to this SectionSection 9, upon such terms as you may deem advisable, and any Underwriter, including yourselvesyourself, may purchase such SecuritiesShares. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxx-up markups on purchases and sales effected by you. We agree to transmit to you for filing with the Commission any reports required to be made by us pursuant to the Exchange Act as a result of any transactions in connection with the offering of the Shares. If pursuant to the provisions of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which Shares that were retained by, or released to, us for direct sale, or any Securities which Shares that may have been issued in exchange for such SecuritiesShares, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such SecuritiesShares, or to require us to repurchase such Securities Shares at a price equal to the total cost of such purchase, including accrued interest, transfer taxes and broker's commissions or dealer's xxxx-up, if any. In lieu of such action you may, in your discretion, sell for our account the Securities Shares so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage We authorize you, in any stabilization transaction pursuant your discretion, to this exercise (wholly or partially) or terminate the option to purchase the Option Shares referred to in Section or otherwise and will notify us 1.2 of the date of termination of stabilization. We agree Underwriting Agreement and to file take all other action you deem necessary or desirable with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rulerespect thereto.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-over- allot in arranging for sales of Securities to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; determine provided, however, that at no time shall our net commitment, either for long or short account, under this Section exceed 15% of the amount of our Securities. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this Section, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxx-up on purchases and sales effected by you. If pursuant to the provisions of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, us for direct sale, or any Securities which may have been issued in exchange for such Securities, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxx-upmarkup, if any. In lieu of such action you may, in your discretion, sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.

Over-allotment; Stabilization. We You authorize you, the Representatives for the account of each Underwriter, prior to the termination of such time as this AgreementAgreement shall cease to be applicable to an Offering, and for such longer period as may be necessary in the judgment of the Representatives to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities to Selected Dealers and others to institutions and other retail purchasers and, if necessary, to purchase Securities (whether pursuant to exercise or other securities of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) issuer at such prices as you the Representatives may determine for the purpose of covering such over-allotments, allotments and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities or of any other securities of the issuer or any guarantor or insurer of the Securities as the Representatives may advise by the Invitation or otherwise, on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you the Representatives may determine; provided, however, that at no time shall our your net commitmentcommitment under this Section 10, either for long or short accountaccount (your net commitment in the case of a short account being computed on the assumption that all Over-Allotment Securities, under this Section if any, are acquired), exceed 1520% (or such other amount as may be specified in the Invitation) of the amount aggregate initial offering price of our your Securities. Subsequent to receipt by us of the Acceptances of the Underwriters of an Offering, such percentage may be increased in connection with such Offering with the approval of a majority in interest of the Underwriters. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to in accordance with their respective underwriting proportionsInitial Commitment Percentages. We It is understood that, in connection with any particular Offering, the Representatives may make purchases of securities of the issuer or any guarantor or insurer of the Securities for stabilizing purposes before the time you become an Underwriter, and you agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. You agree to take up on demand at cost any Securities securities so purchased for our your account and deliver on demand any Securities securities so sold or over-allotted for our your account. We You authorize you the Representatives to sell for the account of the Underwriters any Securities securities purchased pursuant to this SectionSection 10, upon such terms as you the Representatives may deem advisable, and any Underwriter, including yourselvesany of the Representatives, may purchase such Securitiessecurities. You are authorized authorize the Representatives to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxxmark-up ups on purchases and or mark-downs xx sales effected by youtxx Xxxxxxentatives. If the Representatives effect any stabilizing purchases pursuant to this Section, the Representatives shall notify you promptly of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You agree to transmit to the Representatives for filing with the Commission any report required to be made by you pursuant to the Exchange Act as a result of any transactions in connection with any Offering. It is understood 13 that no assurance is given by the Representatives or any other Underwriter that the price of any securities of the issuer or any guarantor or insurer of the Securities will be stabilized or that stabilizing, if commenced, will not be discontinued at any time. If pursuant to the provisions of the preceding paragraph and prior to such time as the termination terms of this Agreement shall cease to be applicable to an Offering (or prior to such earlier date as you the Representatives may have determineddetermined or such later date as may be necessary in the judgment of the Representatives to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement) you the Representatives purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which that were retained by, or released to, us you for direct sale, or any Securities which may have been issued in exchange for such Securities, we you authorize you the Representatives either to charge our your account with an amount equal to the selling concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us you to repurchase such Securities at a price equal to the total cost of such purchase, including any accrued interest, amortization of original issue discount, accumulated dividends, transfer taxes and taxes, broker's commissions or dealer's xxxxmark-up, if anyups. In lieu of such action you mayaction, in your discretion, xxx Representatives may sell for our your account the Securities so purchased and debit or credit our your account for the loss or profit resulting from such sale, after giving effect to the incurrence of any of the charges and expenses referred to above. You will notify us promptly if and when you acknowledge that the Representatives do not intend to effect over-allotments or engage in any stabilization transaction pursuant stabilizing transactions with respect to this Section or Offerings designated as "Public Venture Capital Offerings," unless otherwise and will notify us of so indicated in the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such RuleInvitation.

Over-allotment; Stabilization. We authorize you, for the account of each Underwriter, prior to the termination of this Agreement, and for such longer period as may be necessary to cover any short position incurred for the accounts of the several Underwriters pursuant to this Agreement, (a) to over-allot in arranging for sales of Securities to Selected Dealers and others and, if necessary, to purchase Securities (whether pursuant to exercise of the option set forth in Section 2(b) of the Underwriting Agreement or otherwise) at such prices as you may determine for the purpose of covering such over-allotments, and (b) for the purpose of stabilizing the market in the Securities, to make purchases and sales of Securities on the open market or otherwise, for long or short account, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as you may determine; provided, however, that at no time shall our net commitment, either for long or short account, under this Section exceed 15% of the amount of our Securities. Such purchases, sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable to their respective underwriting proportions. We agree to take up on demand at cost any Securities so purchased for our account and deliver on demand any Securities so sold or over-allotted for our account. We authorize you to sell for the account of the Underwriters any Securities purchased pursuant to this Section, upon such terms as you may deem advisable, and any Underwriter, including yourselves, may purchase such Securities. You are authorized to charge the respective accounts of the Underwriters with broker's commissions or dealer's xxxx-up on purchases and sales effected by you. If pursuant to the provisions of the preceding paragraph and prior to the termination of this Agreement (or prior to such earlier date as you may have determined) you purchase or contract to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, us for direct sale, or any Securities which may have been issued in exchange for such Securities, we authorize you either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto, which amount shall be credited against the cost of such Securities, or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including transfer taxes and broker's commissions or dealer's xxxx-up, if any. In lieu of such action you may, in your discretion, withhold any Underwriting fees in the event an Underwriter fails to retain all of the Securities received as an allocation by such Underwriter. In addition, in your discretion, you may sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale. You will notify us promptly if and when you engage in any stabilization transaction pursuant to this Section or otherwise and will notify us of the date of termination of stabilization. We agree to file with you any reports required of us including "Not as Manager" reports pursuant to Rule 17a-2 under the 1934 Act not later than five business days following the date upon which stabilization was terminated, and we authorize you to file on our behalf with the Securities and Exchange Commission any reports required by such Rule.