Common use of PRICING WIRES Clause in Contracts

PRICING WIRES. To the extent not covered in the Initial Wire, we will send by the Communication Service to all Dealers participating in the Group a Pricing Wire indicating the terms of the proposed purchase of the Securities, including the initial public offering prices, the initial Total Takedown, any initial Concession, whether sealed bids will be accepted for specified maturities of the Securities and other terms of the purchase. We may send out one or more subsequent Pricing Wires repricing the purchase of the Securities and including changes in the terms of the proposed purchase and any other changes applicable to the Group, including changes to terms which may have been specified in the Initial Wire or in any prior Pricing Wire. The terms of the proposed purchase of the Securities by the Underwriters will become final when approved by Underwriters representing a majority interest in the Account. We will advise the Dealers participating in the Group of receipt of verbal award from the Issuer by the Communication Service. We will sign the Purchase Contract on behalf of the Account and submit it to the Issuer for acceptance and signature on behalf of the Issuer. ONCE YOU HAVE RESPONDED TO THE INITIAL WIRE, IF YOU THEREAFTER CHOOSE NOT TO PARTICIPATE AS A MEMBER OF THE GROUP ON THE TERMS SET FORTH IN THE PRICING WIRES, YOU MUST PROMPTLY ADVISE US IN WRITING THAT YOU ARE WITHDRAWING FROM THE GROUP. IF YOU DO NOT SO ADVISE US IN WRITING, YOU WILL CONTINUE TO BE TREATED AS A DEALER PARTICIPATING IN THE GROUP FOR PURPOSES OF THIS MASTER AGREEMENT. WE WILL NOTIFY YOU BY THE COMMUNICATION SERVICE THAT WE HAVE RECEIVED YOUR NOTICE OF WITHDRAWAL FROM THE GROUP. YOU ARE ADVISED TO RETAIN FOR YOUR FILES A COPY OF OUR NOTICE CONFIRMING YOUR WITHDRAWAL. After the Issuer signs the Purchase Contract, we will send a final Pricing Wire to all Dealers participating in the Group by the Communication Service. The final Pricing Wire will set forth the final pricing terms and other changes relating to the operation of the Account and applicable to the Group. We may send a separate wire releasing the Securities for trading.

PRICING WIRES. To the extent not covered in the Initial Wire, we We will send by the Communication Service to all Dealers Underwriters participating in the Group Account a preliminary Pricing Wire indicating indicating, to the extent not set forth in the Initial Wire, the terms of the proposed purchase of the Securities, including the initial public offering prices, the initial Total Takedown, any initial Concession, any Retail Order Period and the terms thereof, any changes to the priority of orders from that set forth in Section VII below, any special provisions relating to the establishment of the issue price of the Securities, any discretionary fees for clearance costs and management fees, whether sealed bids will be accepted for specified maturities of the Securities and any other terms of or related to the purchasepurchase of the Securities or the Account. We may send out one or more subsequent Pricing Wires repricing concerning the purchase pricing of the Securities and including changes in the terms of the proposed purchase and any other changes applicable to the Groupterms of the Account, including changes to terms which may have been specified in the Initial Wire or in any prior Pricing Wire. The Initial Wire and the Pricing Wires shall include the information required to be set forth by applicable MSRB rules, including MSRB Rule G-11(f). We will advise the Underwriters participating in the Account by the Communication Service of the final terms of the proposed purchase of the Securities by Securities, the Underwriters will become final when approved by Underwriters representing a majority interest in the Account. We will advise the Dealers participating in the Group of receipt of verbal award from the Issuer by and the Communication Servicesale date of the Securities (as used for purposes of Section VI). We will sign the Purchase Contract on behalf of the Account and submit it to the Issuer for acceptance and signature on behalf of the Issuer. ONCE YOU HAVE RESPONDED TO THE INITIAL WIRE, IF YOU THEREAFTER CHOOSE NOT TO PARTICIPATE AS A MEMBER OF AN UNDERWRITER IN THE GROUP ACCOUNT ON THE TERMS SET FORTH IN THE PRICING WIRES, YOU MUST PROMPTLY ADVISE US IN WRITING THAT YOU ARE WITHDRAWING FROM THE GROUPACCOUNT NO LATER THAN THE EARLIER OF THE DATE AND TIME SET FORTH IN THE PRICING WIRES OR THE BUSINESS DAY IMMEDIATELY PRECEDING THE OFFERING DATE OF THE SECURITIES. IF YOU DO NOT SO ADVISE US IN WRITINGWRITING BY THE DATE AND TIME STATED IN THE PRICING WIRES, YOU WILL CONTINUE TO BE TREATED AS A DEALER AN UNDERWRITER PARTICIPATING IN THE GROUP ACCOUNT FOR PURPOSES OF THIS MASTER AGREEMENT. WE WILL NOTIFY YOU BY THE COMMUNICATION SERVICE THAT WE HAVE RECEIVED YOUR NOTICE OF WITHDRAWAL FROM THE GROUPACCOUNT. YOU ARE ADVISED TO RETAIN FOR YOUR FILES A COPY OF OUR NOTICE CONFIRMING YOUR WITHDRAWAL. After the Issuer signs the Purchase Contract, we will send a final Pricing Wire to all Dealers Underwriters participating in the Group Account by the Communication Service. The final Pricing Wire will set forth the final pricing terms and other changes relating to the operation of the Account and applicable to the GroupAccount. Your Participation amount will not be increased or decreased by more than 10% without your consent. We may send a separate wire wires identifying final Participation amounts of the Underwriters and releasing the Securities for trading. ONCE THE PURCHASE CONTRACT HAS BEEN FULLY EXECUTED, YOU WILL BE JOINTLY AND SEVERALLY LIABLE WITH ALL OTHER UNDERWRITERS PARTICIPATING IN THE ACCOUNT FOR THE PURCHASE OF THE SECURITIES. AS AMONG THE UNDERWRITERS PARTICIPATING IN THE ACCOUNT, HOWEVER, YOUR LIABILITY WILL BE LIMITED TO YOUR PARTICIPATION AMOUNT, SUBJECT TO ADJUSTMENT AS PERMITTED BY THIS MASTER AGREEMENT. IN THE EVENT THAT THE PURCHASE CONTRACT IS NOT EXECUTED, FOR WHATEVER REASON, YOU WILL BE LIABLE FOR YOUR PRO RATA PROPORTION OF EXPENSES INCURRED BY OR ON BEHALF OF THE ACCOUNT. AS SET FORTH BELOW, ANY LIABILITY RESULTING FROM THE FAILURE OF AN UNDERWRITER TO COMPLY WITH THE REQUIREMENTS OF SECTION VI, INCLUDING, BUT NOT LIMITED TO, ITS AGREEMENT TO COMPLY WITH THE HOLD-THE-OFFERING-PRICE RULE (AS DEFINED IN SECTION VI), IF APPLICABLE TO THE SECURITIES, SHALL BE SEVERAL AND NOT JOINT.

PRICING WIRES. To the extent not covered in the Initial Wire, we We will send by the Communication Service to all Dealers Underwriters participating in the Group Account a preliminary Pricing Wire indicating indicating, to the extent not set forth in the Initial Wire, the terms of the proposed purchase of the Securities, including the initial public offering prices, the initial Total Takedown, any initial Concession, any Retail Order Period and the terms thereof, any changes to the priority of orders from that set forth in Section VIVII below, any special provisions relating to the establishment of the issue price of the Securities, any discretionary fees for clearance costs and management fees (to the extent not set forth in the Initial Wire),, whether sealed bids will be accepted for specified maturities of the Securities and any other terms of or related to the purchase. of the Securities or the Account. We may send out one or more subsequent Pricing Wires repricing repricingconcerning the purchase purchasepricing of the Securities and including changes in the terms of the proposed purchase and any other changes applicable to the Groupterms of the Account, including changes to terms which may have been specified in the Initial Wire or in any prior Pricing Wire. The Initial Wire and the Pricing Wires shall include the information required to be set forth by applicable MSRB rules, including MSRB Rule G-11(f). The terms of the proposed purchase of the Securities by the Underwriters will become final when approved by Underwriters representing a majority interest in the Account. We will advise the Dealers Underwriters participating in the Group Account of by the Communication Service of the final terms of the proposed purchase of the Securities, the receipt of verbal award from the Issuer by the Communication Service. and the sale date of the Securities (as used for purposes of Section VI). We will sign the Purchase Contract on behalf of the Account and submit it to the Issuer for acceptance and signature on behalf of the Issuer. ONCE YOU HAVE RESPONDED TO THE INITIAL WIRE, IF YOU THEREAFTER CHOOSE NOT TO PARTICIPATE AS A MEMBER OF AN UNDERWRITER IN THE GROUP ACCOUNT ON THE TERMS SET FORTH IN THE PRICING WIRES, YOU MUST PROMPTLY ADVISE US IN WRITING THAT YOU ARE WITHDRAWING FROM THE GROUPACCOUNT NO LATER THAN THE EARLIER OF THE DATE AND TIME SET FORTH IN THE PRICING WIRES OR THE BUSINESS DAY IMMEDIATELY PRECEDING THE OFFERING DATE OF THE SECURITIES. IF YOU DO NOT SO ADVISE US IN WRITINGWRITING BY THE DATE AND TIME STATED IN THE PRICING WIRES, YOU WILL CONTINUE TO BE TREATED AS A DEALER AN UNDERWRITER PARTICIPATING IN THE GROUP ACCOUNT FOR PURPOSES OF THIS MASTER AGREEMENT. WE WILL NOTIFY YOU BY THE COMMUNICATION SERVICE THAT WE HAVE RECEIVED YOUR NOTICE OF WITHDRAWAL FROM THE GROUPACCOUNT. YOU ARE ADVISED TO RETAIN FOR YOUR FILES A COPY OF OUR NOTICE CONFIRMING YOUR WITHDRAWAL. After the Issuer signs the Purchase Contract, we will send a final Pricing Wire to all Dealers Underwriters participating in the Group Account by the Communication Service. The final Pricing Wire will set forth the final pricing terms and other changes relating to the operation of the Account and applicable to the GroupAccount. Your Participation amount will not be increased or decreased by more than 10% without your consent. We may send a separate wire wires identifying final Participation amounts of the Underwriters and releasing the Securities for trading. ONCE THE PURCHASE CONTRACT HAS BEEN FULLY EXECUTED, YOU WILL BE JOINTLY AND SEVERALLY LIABLE WITH ALL OTHER UNDERWRITERS PARTICIPATING IN THE ACCOUNT FOR THE PURCHASE OF THE SECURITIES. AS AMONG THE UNDERWRITERS PARTICIPATING IN THE ACCOUNT, HOWEVER, YOUR LIABILITY WILL BE LIMITED TO YOUR PARTICIPATION AMOUNT, SUBJECT TO ADJUSTMENT AS PERMITTED BY THIS MASTER AGREEMENT. IN THE EVENT THAT THE PURCHASE CONTRACT IS NOT EXECUTED, FOR WHATEVER REASON, YOU WILL BE LIABLE FOR YOUR PRO RATA PROPORTION OF EXPENSES INCURRED BY OR ON BEHALF OF THE ACCOUNT. AS SET FORTH BELOW, ANY LIABILITY RESULTING FROM THE FAILURE OF AN UNDERWRITER TO COMPLY WITH THE REQUIREMENTS OF SECTION VI, INCLUDING, BUT NOT LIMITED TO, ITS AGREEMENT TO COMPLY WITH THE HOLD-THE-OFFERING-PRICE RULE (AS DEFINED IN SECTION VI), IF APPLICABLE TO THE SECURITIES, SHALL BE SEVERAL AND NOT JOINT.

PRICING WIRES. To the extent not covered in the Initial Wire, we We will send by the Communication Service to all Dealers Underwriters participating in the Group Account a preliminary Pricing Wire indicating the terms of the proposed purchase of the Securities, including the initial public offering prices, the initial Total Takedown, any initial Concession, any changes to the priority of orders from that set forth in Section VI below, any discretionary fees for clearance costs and management fees (to the extent not set forth in the Initial Wire), whether sealed bids will be accepted for specified maturities of the Securities and other terms of the purchase. We may send out one or more subsequent Pricing Wires repricing the purchase of the Securities and including changes in the terms of the proposed purchase and any other changes applicable to the Groupterms of the Account, including changes to terms which may have been specified in the Initial Wire or in any prior Pricing Wire. The terms of the proposed purchase of the Securities by the Underwriters will become final when approved by Underwriters representing a majority interest in the Account. We will advise the Dealers Underwriters participating in the Group Account of receipt of verbal award from the Issuer by the Communication Service. We will sign the Purchase Contract on behalf of the Account and submit it to the Issuer for acceptance and signature on behalf of the Issuer. ONCE YOU HAVE RESPONDED TO THE INITIAL WIRE, IF YOU THEREAFTER CHOOSE NOT TO PARTICIPATE AS A MEMBER OF AN UNDERWRITER IN THE GROUP ACCOUNT ON THE TERMS SET FORTH IN THE PRICING WIRES, YOU MUST PROMPTLY ADVISE US IN WRITING THAT YOU ARE WITHDRAWING FROM THE GROUPACCOUNT NO LATER THAN THE DATE AND TIME SET FORTH IN THE PRICING WIRES. IF YOU DO NOT SO ADVISE US IN WRITINGWRITING BY THE DATE AND TIME STATED IN THE PRICING WIRES, YOU WILL CONTINUE TO BE TREATED AS A DEALER AN UNDERWRITER PARTICIPATING IN THE GROUP ACCOUNT FOR PURPOSES OF THIS MASTER AGREEMENT. WE WILL NOTIFY YOU BY THE COMMUNICATION SERVICE THAT WE HAVE RECEIVED YOUR NOTICE OF WITHDRAWAL FROM THE GROUPACCOUNT. YOU ARE ADVISED TO RETAIN FOR YOUR FILES A COPY OF OUR NOTICE CONFIRMING YOUR WITHDRAWAL. After the Issuer signs the Purchase Contract, we will send a final Pricing Wire to all Dealers Underwriters participating in the Group Account by the Communication Service. The final Pricing Wire will set forth the final pricing terms and other changes relating to the operation of the Account and applicable to the GroupAccount. Your Participation amount will not be increased or decreased by more than 10% without your consent. We may send a separate wire wires identifying final Participation amounts of the Underwriters and releasing the Securities for trading. ONCE THE PURCHASE CONTRACT HAS BEEN FULLY EXECUTED, YOU WILL BE JOINTLY AND SEVERALLY LIABLE WITH ALL OTHER UNDERWRITERS PARTICIPATING IN THE ACCOUNT FOR THE PURCHASE OF THE SECURITIES. AS AMONG THE UNDERWRITERS PARTICIPATING IN THE ACCOUNT, HOWEVER, YOUR LIABILITY WILL BE LIMITED TO YOUR PARTICIPATION AMOUNT, SUBJECT TO ADJUSTMENT AS PERMITTED BY THIS MASTER AGREEMENT. IN THE EVENT THAT THE PURCHASE CONTRACT IS NOT EXECUTED, FOR WHATEVER REASON, YOU WILL BE LIABLE FOR YOUR PRO RATA PROPORTION OF EXPENSES INCURRED BY OR ON BEHALF OF THE ACCOUNT.