Common use of Purchase Sale and Delivery of the Offered Securities Clause in Contracts

Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein, the Forward Seller (and the Company, to the extent of any Standby Firm Securities) agrees to sell to the respective Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Forward Seller (and from the Company, to the extent of any Standby Firm Securities), at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities, the number of Securities set forth opposite the name of such Underwriter in Schedule I-A to the Underwriting Agreement relating to the Offered Securities under the heading “Number of Borrowed Firm Securities to Be Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases of fractional Securities. (b) If all of the conditions to effectiveness set forth in Section 3 of the Forward Agreement are not satisfied on or prior to the Closing Date, the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name under the heading “Number of Borrowed Firm Securities to Be Sold.” In addition, in the event that, in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Firm Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Borrowed Firm Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does not borrow and deliver for sale some or all of the Borrowed Firm Securities, (i) the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the Closing Date of the number of Borrowed Firm Securities that it will not deliver and (ii) the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(a) hereof, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of the number of Securities that the Forward Seller does not so borrow and deliver for sale, at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities on the Closing Date. (c) The Company will deliver any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof, and the Forward Seller will deliver, subject to paragraph (b) of this Section, the Borrowed Firm Securities, in each case, to the Managers for the accounts of such Underwriters, through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price in federal (same day) funds by wire transfer to an account at a bank designated by the Company (in the case of any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof) or the Forward Seller (in the case of any Borrowed Firm Securities) at the office of Dxxxx Xxxx & Wxxxxxxx LLP, at 10:00 a.m., New York City time, on the Closing Date. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. (d) In addition, on the basis of the representations, warranties and agreements herein contained and upon the terms and conditions set forth herein, subject to the Company’s right to execute one or more Optional Forward Agreements as described in Section 3(e) below, Company hereby grants an option to the Underwriters to purchase all or any portion of the Company Optional Securities at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Company Optional Securities (such per share price, for any Company Optional Securities, the “Option Purchase Price” for such Company Optional Securities). The option granted hereunder will expire thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Firm Securities upon delivery of an “Exercise Notice” by the Managers to the Forward Seller and the Company setting forth the number of Optional Securities as to which the Underwriters are then exercising the option and the Option Closing Date (as defined in the Underwriting Agreement related to the Offered Securities) for such Optional Securities. Any Borrowed Optional Securities shall be purchased from the Forward Seller, and any Company Optional Securities and/or Standby Optional Securities shall be purchased from the Company, in each case, for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule I-A to the Underwriting Agreement relating to the Offered Securities bears to the total number of Firm Securities (subject to adjustments in accordance with Section 11 hereof and, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases of fractional Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof not previously exercised may be surrendered and terminated at any time upon notice by the Managers to the Forward Seller and the Company. (e) Following the delivery of an Exercise Notice pursuant to Section 3(d) hereof: (i) The Company may, in its sole judgment, within one business day after the delivery of such Exercise Notice, execute and deliver to the Forward Seller a forward agreement substantially in the form attached hereto as Exhibit A with the Forward Counterparty (each such agreement, an “Optional Forward Agreement”) with respect to the number of Optional Securities set forth in such Exercise Notice. Upon the delivery of any executed Optional Forward Agreement by the Company to the Forward Seller, the Forward Counterparty shall promptly execute and deliver such Optional Forward Agreement to the Company, and upon such execution and delivery, and on the basis of the representations and warranties herein contained, but subject to the conditions stated in Section 3(f) hereof, the Forward Seller hereby agrees to sell to the respective Underwriters the number of Securities underlying such Optional Forward Agreement, and each of the Underwriters agree, severally and not jointly, to purchase from the Forward Seller its pro rata portion of the number of Securities underlying such Optional Forward Agreement, in each case, at a price per share equal to the Purchase Price. (ii) If the Company does not timely execute and deliver an Optional Forward Agreement as set forth in the immediately preceding paragraph, then, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the respective Underwriters a number of Company Optional Securities equal to the number of Optional Securities specified in such Exercise Notice, and each Underwriter agrees, severally and not jointly, to purchase from the Company its pro rata portion of such Company Optional Securities, in each case, at the Option Purchase Price for such Company Optional Securities. (f) (i) If, pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but as of the applicable Option Closing Date, (1) the representations and warranties of the Company contained in Section 1 hereto are not true and correct, (2) the Company has not performed any obligation under this Agreement as of such Option Closing Date that is required to be performed on or before such Option Closing Date under this Agreement as of such Option Closing Date, as the case may be, or (3) all of the conditions to the effectiveness set forth in Section 3 of such Optional Forward Agreement have not been satisfied (such three sets of conditions, collectively, the “Option Conditions”), the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the Securities underlying such Optional Forward Agreement. (ii) In addition, if pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale all of the Securities underlying such Optional Forward Agreement or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. (iii) To the extent that the Forward Seller does not borrow and deliver for sale some or all of the number of Borrowed Optional Securities underlying an Optional Forward Agreement pursuant to clauses (i) or (ii) above, the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the applicable Option Closing Date, and the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(b) hereof a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, in each case, at a price per share equal to the Option Purchase Price (calculated as if such Standby Optional Securities were Company Optional Securities).

Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions hereinherein contained, the Forward Seller (and the Company, to the extent of any Standby Firm Securities) agrees Sellers agree to sell to the respective Underwriters each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Forward Seller (and from the Company, to the extent of any Standby Firm Securities)purchase, at the a price of US$[·] per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered SecuritiesADS, the respective number of Securities Firm ADSs set forth opposite the name of such each Underwriter in Schedule I-A to the Underwriting Agreement relating to the Offered Securities under the heading “Number of Borrowed Firm Securities to Be Purchased,” I hereof, subject to adjustments in accordance with Section 11 hereof and subject, 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each case, to adjustments among the Underwriters Seller as the Managers in their sole discretion number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholders shall make to eliminate any sales or purchases of fractional Securitiesbe several and not joint. (b) If all Certificates in negotiable form for the total number of the conditions Shares underlying ADSs to effectiveness be sold hereunder by the Selling Shareholders have been placed in custody with Codan Trust Company (Cayman) Limited as custodian (the “Custodian”) pursuant to the Custodian Agreement executed by each Selling Shareholder for delivery of all such Shares underlying Firm ADSs and any Option ADSs to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the Shares underlying Firm ADSs and any Option ADSs represented by the certificates held in custody for the Selling Shareholders under the Custodian Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence of any other event or events, except as set forth in Section 3 of the Forward Agreement are not satisfied on or Custodian Agreement. If any such event should occur prior to the Closing Date, the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the number of Securities set forth in Schedule I-B delivery to the Underwriting Agreement relating to the Offered Securities opposite its name under the heading “Number of Borrowed Firm Securities to Be Sold.” In addition, in the event that, in the commercially reasonable judgment Underwriters of the Forward SellerShares underlying Firm ADSs or the Option ADSs hereunder, it is unable to borrow certificates for the Shares underlying Firm ADSs or the Options ADSs, as the case may be, shall be delivered by the Custodian in accordance with the terms and deliver for sale under conditions of this Agreement all as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the Borrowed Firm Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number proceeds of Borrowed Firm Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does not borrow and deliver for sale some or all of the Borrowed Firm Securities, (i) the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the Closing Date Shares underlying ADSs held by it against delivery of the number of Borrowed Firm Securities that it will not deliver and (ii) the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(a) hereof, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of the number of Securities that the Forward Seller does not so borrow and deliver for sale, at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities on the Closing Datesuch Shares underlying ADSs. (c) The Payment for the Firm ADSs to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company will deliver any Standby Firm Securities issued for the ADSs to be sold by it and to an account designated by the Custodian for the ADSs to be sold by the Company to the Underwriters pursuant to Section 9(a) hereof, and the Forward Seller will deliver, subject to paragraph (b) of this Section, the Borrowed Firm SecuritiesSelling Shareholders, in each case, case against delivery of ADRs evidencing the Firm ADSs and the certificates for the Shares represented by the Firm ADSs to the Managers Representative for the several accounts of such Underwritersthe Underwriters at the office of Shearman & Sterling LLP, 12/F, Gloucester Tower, The Landmark, 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx. Such payment and delivery are to be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price in federal (same day) funds by wire transfer to an account Company, New York, New York at a bank designated by the Company (in the case of any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof) or the Forward Seller (in the case of any Borrowed Firm Securities) at the office of Dxxxx Xxxx & Wxxxxxxx LLP, at 10:00 9:00 a.m., New York City time, on [·], 2004 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “First Closing Date. For purposes .” (As used herein, “business day” means a day on which the Nasdaq National Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The ADRs evidencing the Firm ADSs and the certificates for the Shares represented by the Firm ADSs so delivered shall be in definitive form in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the First Closing Date, and will be made available for inspection by the Representative at the above office of Rule 15c6-1 under the Exchange Act, Shearman & Sterling LLP at least one business day prior to the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offeringas defined hereinafter). (d) In addition, on the basis of the representations, representations and warranties and agreements herein contained and upon subject to the terms and conditions set forth hereinherein contained, subject to the Company’s right to execute one or more Optional Forward Agreements as described in Section 3(e) below, Company Selling Shareholders listed on Schedule II hereto hereby grants grant an option to the several Underwriters to purchase all or any portion of the Company Optional Securities Option ADSs at the price per share ADS as set forth in Schedule IV the first paragraph of this Section 2. The maximum number of Option ADSs to the Underwriting Agreement relating to the Offered Securities less an amount per share equal to any dividends or distributions declared be sold by the Company and payable Selling Shareholders is set forth opposite their respective names on the Firm Securities but not payable on the Company Optional Securities (such per share price, for any Company Optional Securities, the “Option Purchase Price” for such Company Optional Securities)Schedule II hereto. The option granted hereunder will expire thirty (30) days after the date of this Agreement and hereby may be exercised in whole or in part from by giving written notice (i) at any time to time before the First Closing Date and (ii) only for once thereafter within 30 days after the purpose date of covering over-allotments that may be made in connection with the offering and distribution this Agreement, by you, as Representative of the Firm Securities upon delivery of an “Exercise Notice” by the Managers several Underwriters, to the Forward Seller Company, the Attorney-in-Fact (as defined on the signature page hereof), and the Company Custodian setting forth the number of Optional Securities Option ADSs as to which the several Underwriters are then exercising the option and the time and date at which such Option ADSs in appropriate form are to be delivered. If the option granted hereby is exercised in part, the respective number of Option ADSs to be sold by each of the Selling Shareholders listed on Schedule II hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which the ADRs evidencing the Option ADSs and the certificates for the Shares represented by the Option ADSs are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than ten (10) full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date;” the First Closing Date and any Option Closing Date (being sometimes referred to as defined in a “Closing Date”). If the Underwriting Agreement related date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the First Closing Date as the Option Closing Date. The number of Option ADSs to the Offered Securities) for such Optional Securities. Any Borrowed Optional Securities be purchased by each Underwriter shall be purchased from the Forward Seller, and any Company Optional Securities and/or Standby Optional Securities shall be purchased from the Company, in each case, for the account of each Underwriter in the same proportion to the total number of Option ADSs being purchased as the number of Firm Securities set forth opposite ADSs being purchased by such Underwriter’s name in Schedule I-A to the Underwriting Agreement relating to the Offered Securities Underwriter bears to the total number of Firm Securities (subject ADSs, adjusted by you in such manner as to adjustments avoid fractions. The option with respect to the Option ADSs granted hereunder may be exercised only to cover over-allotments in accordance with Section 11 hereof and, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases sale of fractional Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have beenADSs by the Underwriters. You, or simultaneously areas Representative of the several Underwriters, sold and delivered. The right to purchase the Optional Securities or any portion thereof not previously exercised may be surrendered and terminated cancel such option at any time upon prior to its expiration by giving written notice of such cancellation to the Company and the Attorney-in-Fact. To the extent, if any, that the option is exercised, payment for the Option ADSs shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of “Codan Trust Company (Cayman) Limited, as Custodian” for the Option ADSs to be sold by the Managers to Selling Shareholders against delivery of ADSs therefor through the Forward Seller and the facilities of The Depository Trust Company, New York, New York. (e) Following the delivery of an Exercise Notice pursuant to Section 3(d) hereof: (i) The Company may, in its sole judgment, within one business day after the delivery of such Exercise Notice, execute and deliver to the Forward Seller a forward agreement substantially in the form attached hereto as Exhibit A with the Forward Counterparty (each such agreement, an “Optional Forward Agreement”) with respect to the number of Optional Securities set forth in such Exercise Notice. Upon the delivery of any executed Optional Forward Agreement by the Company to the Forward Seller, the Forward Counterparty shall promptly execute and deliver such Optional Forward Agreement to the Company, and upon such execution and delivery, and If on the basis of the representations and warranties herein contained, but subject to the conditions stated in Section 3(f) hereof, the Forward Seller hereby agrees respective Closing Date any Selling Shareholder fails to sell to the respective Underwriters the number of Securities underlying such Optional Forward Agreement, and each of the Underwriters agree, severally and not jointly, to purchase from the Forward Seller its pro rata portion of the number of Securities underlying such Optional Forward Agreement, in each case, at a price per share equal to the Purchase Price. (ii) If the Company does not timely execute and deliver an Optional Forward Agreement as set forth in the immediately preceding paragraph, then, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the respective Underwriters a number of Company Optional Securities equal to the number of Optional Securities specified in such Exercise Notice, and each Underwriter agrees, severally and not jointly, to purchase from the Company its pro rata portion of such Company Optional Securities, in each case, at the Firm Shares or Option Purchase Price for such Company Optional Securities. (f) (i) If, pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but as of the applicable Option Closing Date, (1) the representations and warranties of the Company contained in Section 1 hereto are not true and correct, (2) the Company has not performed any obligation under this Agreement as of such Option Closing Date that is required to be performed on or before such Option Closing Date under this Agreement as of such Option Closing DateADSs, as the case may be, or (3) all of the conditions which such Selling Shareholder has agreed to the effectiveness sell on such date as set forth in Section 3 of such Optional Forward Agreement have not been satisfied (such three sets of conditionsSchedule II hereto, collectively, the “Option Conditions”), the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the Securities underlying such Optional Forward Agreement. (ii) In addition, if pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale all of the Securities underlying such Optional Forward Agreement or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. (iii) To the extent that the Forward Seller does not borrow and deliver for sale some or all of the number of Borrowed Optional Securities underlying an Optional Forward Agreement pursuant to clauses (i) or (ii) above, the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the applicable Option Closing Date, and the Company agrees to issue and that it will sell or arrange for the sale of that number of ADSs to the respective Underwriters pursuant to Section 9(b) hereof a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, in each case, at a price per share equal to which represents Firm ADSs or the Option Purchase Price (calculated ADSs which such Selling Shareholder has failed to so sell, as if set forth in Schedule II hereto, or such Standby Optional Securities were Company Optional Securities)lesser number as may be requested by the Representative.

Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein, the Forward Seller (and the Company, to the extent of any Standby Firm Securities) agrees to sell to the respective Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Forward Seller (and or from the Company, Company to the extent of any Standby Firm Securities), at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities, the number of Securities set forth opposite the name of such Underwriter in Schedule I-A to the Underwriting Agreement relating to the Offered Securities under the heading “Number of Borrowed Firm Securities to Be Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to adjustments among the Underwriters as the Managers Manager in their its sole discretion shall make to eliminate any sales or purchases of fractional Securities. (b) If all of the conditions to effectiveness set forth in Section 3 of the Forward Agreement are not satisfied on or prior to the Closing Date, the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name under the heading “Number of Borrowed Firm Securities to Be Sold.” In addition, in the event that, in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Firm Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Borrowed Firm Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the such Forward Seller shall only be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does not borrow and deliver for sale some or all of the Borrowed Firm Securities, (i) the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the Closing Date of the number of Borrowed Firm Securities that it will not deliver and (ii) the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(a) hereof, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of hereof the number of Securities that the Forward Seller does not so borrow and deliver for sale, sale at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities on the Closing Date. (c) Unless the Option Conditions (as defined in Section 5 hereof) have been satisfied as of the Option Closing Date, then the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale some or all of the Borrowed Optional Securities as set forth in paragraphs (e) and (f) below. In addition, in the event that, in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Optional Securities (not in excess of the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite the Forward Seller’s name) or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Borrowed Optional Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall only be required to deliver for sale the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does not borrow and deliver for sale some or all of the Borrowed Optional Securities, the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the Option Closing Date and the Company agrees to issue and sell to the Underwriters pursuant to Section 9(b) hereof the number of Securities that the Forward Seller does not so borrow and deliver for sale at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities on the relevant Option Closing Date. (d) The Company will deliver any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof), and the Forward Seller will deliver, subject to paragraph (b) of this Section, the Borrowed Firm Securities, in each case, to the Managers Manager for the accounts of such Underwriters, through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price in federal Federal (same day) funds by wire transfer to an account at a bank designated by the Company (in the case of any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof) or the Forward Seller (in the case of any Borrowed Firm Securities) at the office of Dxxxx Xxxx & Wxxxxxxx LLPWxxxxxxx, at 10:00 a.m., New York City time, on the Closing Date. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. (de) In addition, on the basis of the representations, warranties and agreements herein contained and upon the terms and conditions set forth herein, subject each of the Company (in the case of any Standby Optional Securities issued and sold by the Company to the Company’s right Underwriters pursuant to execute one or more Section 9(b) hereof) and the Forward Seller (in the case of any Borrowed Optional Forward Agreements as described in Section 3(eSecurities) below, Company hereby grants an option to the Underwriters to purchase purchase, severally and not jointly, all or any portion of the Company Optional Securities at Securities, less (in the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities less case of Standby Optional Securities) an amount per share Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Company Optional Securities (such per share price, for any Company Optional Securities, the “Option Purchase Price” for such Company Optional Securities). The option granted hereunder will expire thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Firm Securities upon delivery of an “Exercise Notice” notice by the Managers Manager to the Forward Seller and the Company setting forth the number of Optional Securities as to which the Underwriters are then exercising the option and the Option Closing Date (as defined in the Underwriting Agreement related to the Offered Securities) time and date of payment and delivery for such Optional Securities. Any Borrowed Such Optional Securities shall be purchased from the Forward Seller, and Seller (or from the Company to the extent of any Company Optional Securities and/or Standby Optional Securities shall be purchased from the Company, in each case, Securities) for the account of each Underwriter in the same proportion as the aggregate number of Firm Securities set forth opposite such Underwriter’s name in Schedule I-A to the Underwriting Agreement relating to the Offered Securities bears to the total number of Firm Securities (subject to adjustments in accordance with Section 11 hereof and, in each case, adjustment by the Manager to adjustments among eliminate fractions) and may be purchased by the Underwriters as only for the Managers purpose of covering over-allotments made in their sole discretion shall make to eliminate any sales or purchases connection with the sale of fractional the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Managers Manager to the Forward Seller and the CompanySeller. (e) Following the delivery of an Exercise Notice pursuant to Section 3(d) hereof: (if) The Company may, in its sole judgment, within one business day after the delivery of such Exercise Notice, execute and will deliver to the Forward Seller a forward agreement substantially in the form attached hereto as Exhibit A with the Forward Counterparty (each such agreement, an “Optional Forward Agreement”) with respect to the number of any Standby Optional Securities set forth in such Exercise Notice. Upon the delivery of any executed Optional Forward Agreement issued and sold by the Company to the Forward Seller, the Forward Counterparty shall promptly execute and deliver such Optional Forward Agreement to the Company, and upon such execution and delivery, and on the basis of the representations and warranties herein contained, but subject to the conditions stated in Section 3(f) hereof, the Forward Seller hereby agrees to sell to the respective Underwriters the number of Securities underlying such Optional Forward Agreement, and each of the Underwriters agree, severally and not jointly, to purchase from the Forward Seller its pro rata portion of the number of Securities underlying such Optional Forward Agreement, in each case, at a price per share equal to the Purchase Price. (ii) If the Company does not timely execute and deliver an Optional Forward Agreement as set forth in the immediately preceding paragraph, then, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the respective Underwriters a number of Company Optional Securities equal to the number of Optional Securities specified in such Exercise Notice, and each Underwriter agrees, severally and not jointly, to purchase from the Company its pro rata portion of such Company Optional Securities, in each case, at the Option Purchase Price for such Company Optional Securities. (f) (i) If, pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but as of the applicable Option Closing Date, (1) the representations and warranties of the Company contained in Section 1 hereto are not true and correct, (2) the Company has not performed any obligation under this Agreement as of such Option Closing Date that is required to be performed on or before such Option Closing Date under this Agreement as of such Option Closing Date, as the case may be, or (3) all of the conditions to the effectiveness set forth in Section 3 of such Optional Forward Agreement have not been satisfied (such three sets of conditions, collectively, the “Option Conditions”), the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the Securities underlying such Optional Forward Agreement. (ii) In addition, if pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale all of the Securities underlying such Optional Forward Agreement or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. (iii) To the extent that the Forward Seller does not borrow and deliver for sale some or all of the number of Borrowed Optional Securities underlying an Optional Forward Agreement pursuant to clauses (i) or (ii) above, the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the applicable Option Closing Date, and the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(b) hereof and the Forward Seller will deliver, subject to paragraph (c) above, any Borrowed Optional Securities to the Manager for the accounts of such Underwriters, through the facilities of DTC against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a number bank designated by the Company (in the case of any Standby Optional Securities equal issued and sold by the Company to the number of Securities that Underwriters pursuant to Section 9(b) hereof) or the Forward Seller does not so borrow and deliver for sale, and each (in the case of any Borrowed Optional Securities) at the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion office of a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, in each case, at a price per share equal to Dxxxx Xxxx & Wxxxxxxx on the Option Purchase Price (calculated as if such Standby Optional Securities were Company Optional Securities)Closing Date.

Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants herein contained, agreements and subject to the terms and conditions set forth herein, : (i) the Forward Seller (and the Company, to the extent of any Standby Firm Securities) Issuer agrees to issue and sell to the respective Underwriters each Underwriter and each Underwriter agreesagrees to purchase from the Issuer, severally and not jointly, to purchase from the Forward Seller (and from the Company, to the extent principal amount of any Standby Firm Securities), at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities, the number of Securities set forth opposite the name of such Underwriter in Schedule I-A to the Underwriting Agreement relating to the Offered Securities E hereto under the heading column captioned “Number Principal Amount of Borrowed Firm Securities to Be Purchased,be Purchased from Issuer” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to adjustments among at a purchase price (the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases “Purchase Price”) of fractional Securities. (b) If all 100% of the conditions to effectiveness set forth in Section 3 of the Forward Agreement are not satisfied on or prior to the Closing Date, the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name under the heading “Number of Borrowed Firm Securities to Be Sold.” In addition, in the event that, in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Firm Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Borrowed Firm Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does not borrow and deliver for sale some or all of the Borrowed Firm Securities, (i) the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, principal amount thereof on the first business day immediately preceding the First Closing Date of the number of Borrowed Firm Securities that it will not deliver (as defined below), and (ii) the Company Issuer agrees to issue and sell and the Underwriters agree to purchase from the respective Underwriters pursuant to Section 9(a) hereofIssuer, and each at the option of the Underwriters, severally and not jointly, agrees to purchase from not more than the Company its pro rata portion aggregate principal amount of the number of Offered Securities that the Forward Seller does not so borrow and deliver for sale, at the price per share set forth in Schedule IV E hereto in the column captioned “Principal Amount of Optional Securities to be purchased from the Issuer if Over-Allotment Exercised in Full”, at a purchase price (the “Optional Purchase Price”) of 100% of the principal amount thereof, it being understood that if any Optional Securities are sold, each Underwriter agrees to purchase that number of Optional Securities which bears the same proportion to the Underwriting Agreement relating total number of Optional Securities as the proportion of the principal amount of Offered Securities purchased by such Underwriter to the total principal amount of Offered Securities purchased by all Underwriters. With respect to the Offered Securities and as consideration for the purchase thereof, [Citi] as the settlement agent of the Underwriters (the “Settlement Agent”) will pay to the Issuer (the day of payment of the Firm Proceeds Amount against delivery of the Offered Securities shall be the “First Closing Date”), the sum total in U.S. dollars of the Purchase Price, the (“Firm Proceeds Amount”) against payment by the Issuer to the Settlement Agent, for the account of the Underwriters, of the sum total in U.S. dollars of [•]% of the principal amount of the Offered Securities plus any expenses payable but not yet paid by the Issuer to the Underwriters pursuant to, and evidenced as provided in, Section 5(n) hereof. With respect to the Optional Securities and as consideration for the purchase thereof, the Settlement Agent will pay to the Issuer, on each Optional Closing Date, the sum total in U.S. dollars of the Optional Purchase Price of the Optional Securities purchased on such Optional Closing Date (the “Optional Proceeds Amount”) against payment by the Issuer to the Settlement Agent of the sum total in U.S. dollars of [•] of the principal amount of the Optional Securities purchased on such Optional Closing Date. (cb) The Company On each Closing Date the Issuer will deliver any Standby Firm against payment of the purchase price therefor the Offered Securities issued and sold by in the Company to form of one or more permanent global securities in registered definitive form (the Underwriters pursuant to Section 9(a“Global Securities”) hereof, and deposited with the Forward Seller will deliver, subject to paragraph (b) of this Section, the Borrowed Firm Securities, in each case, to the Managers Trustee as custodian for the accounts of such Underwriters, through the facilities of The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. The Global Securities will be made available, at the request of the Representative, for checking at least 24 hours prior to such Closing Date. (c) The Underwriters may exercise their option to purchase the Optional Securities against payment of the purchase price in federal (same day) funds by wire transfer Optional Proceeds Amount from time to an account at time for a bank designated by the Company (in the case period of any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof) or the Forward Seller (in the case of any Borrowed Firm Securities) at the office of Dxxxx Xxxx & Wxxxxxxx LLP, at 10:00 a.m., New York City time, on the Closing Date. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later not more than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. (d) In addition, on the basis of the representations, warranties and agreements herein contained and upon the terms and conditions set forth herein, subject to the Company’s right to execute one or more Optional Forward Agreements as described in Section 3(e) below, Company hereby grants an option to the Underwriters to purchase all or any portion of the Company Optional Securities at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Company Optional Securities (such per share price, for any Company Optional Securities, the “Option Purchase Price” for such Company Optional Securities). The option granted hereunder will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Firm Securities upon delivery of an “Exercise Notice” Prospectus by the Managers giving written notice to the Forward Seller and the Company setting forth the number of Optional Securities as to which the Underwriters are then exercising the option and the Option Closing Date (as defined in the Underwriting Agreement related to the Offered Securities) for such Optional SecuritiesIssuer. Any Borrowed Such Optional Securities shall be purchased from the Forward Seller, and any Company Optional Securities and/or Standby Optional Securities shall be purchased from the Company, in each case, for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule I-A to the Underwriting Agreement relating to the Offered Securities bears to the total number of Firm Securities (subject to adjustments in accordance with Section 11 hereof and, in each case, to adjustments among and may be purchased by the Underwriters as only for the Managers purpose of covering over-allotments made in their sole discretion shall make to eliminate any sales or purchases connection with the sale of fractional the Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof Securities, to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by the Managers Representatives to the Forward Seller and Issuer. The time for the Company. (e) Following payment of the Optional Proceeds Amount against delivery of the Optional Securities, being herein referred to as an Exercise Notice pursuant “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to Section 3(d) hereof: (i) as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after a written notice of election to purchase the Optional Securities is given. The Company may, Issuer will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in its sole judgment, within one business day after the delivery of such Exercise Notice, execute and deliver a form reasonably acceptable to the Forward Seller a forward agreement substantially Representatives against payment of the Optional Proceeds Amount in Federal (same day) funds by official bank check or checks or wire transfer to an account maintained by the Issuer with an affiliate of the Settlement Agent in New York, New York on each Optional Closing Date. The Optional Securities being purchased on each Optional Closing Date will be in the form attached hereto as Exhibit A with the Forward Counterparty (each such agreement, an “Optional Forward Agreement”) with respect to the number of Optional Securities set forth one or more permanent global securities in such Exercise Notice. Upon the delivery of any executed Optional Forward Agreement by the Company to the Forward Seller, the Forward Counterparty shall promptly execute and deliver such Optional Forward Agreement to the Company, and upon such execution and delivery, and on the basis of the representations and warranties herein contained, but subject to the conditions stated in Section 3(f) hereof, the Forward Seller hereby agrees to sell to the respective Underwriters the number of Securities underlying such Optional Forward Agreement, and each of the Underwriters agree, severally and not jointly, to purchase from the Forward Seller its pro rata portion of the number of Securities underlying such Optional Forward Agreement, in each case, at a price per share equal to the Purchase Priceregistered definitive form. (ii) If the Company does not timely execute and deliver an Optional Forward Agreement as set forth in the immediately preceding paragraph, then, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the respective Underwriters a number of Company Optional Securities equal to the number of Optional Securities specified in such Exercise Notice, and each Underwriter agrees, severally and not jointly, to purchase from the Company its pro rata portion of such Company Optional Securities, in each case, at the Option Purchase Price for such Company Optional Securities. (f) (i) If, pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but as of the applicable Option Closing Date, (1) the representations and warranties of the Company contained in Section 1 hereto are not true and correct, (2) the Company has not performed any obligation under this Agreement as of such Option Closing Date that is required to be performed on or before such Option Closing Date under this Agreement as of such Option Closing Date, as the case may be, or (3) all of the conditions to the effectiveness set forth in Section 3 of such Optional Forward Agreement have not been satisfied (such three sets of conditions, collectively, the “Option Conditions”), the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the Securities underlying such Optional Forward Agreement. (ii) In addition, if pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale all of the Securities underlying such Optional Forward Agreement or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. (iii) To the extent that the Forward Seller does not borrow and deliver for sale some or all of the number of Borrowed Optional Securities underlying an Optional Forward Agreement pursuant to clauses (i) or (ii) above, the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the applicable Option Closing Date, and the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(b) hereof a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, in each case, at a price per share equal to the Option Purchase Price (calculated as if such Standby Optional Securities were Company Optional Securities).

Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein, each of the Forward Seller Sellers (and the Company, to the extent of any Standby Firm Securities) agrees agrees, severally and not jointly, to sell to the respective Underwriters the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite the name of such Forward Seller under the heading “Number of Borrowed Firm Securities to Be Sold,” and each Underwriter agrees, severally and not jointly, to purchase from the Forward Seller Sellers (and from the Company, to the extent of any Standby Firm Securities), at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities, the number of Securities set forth opposite the name of such Underwriter in Schedule I-A to the Underwriting Agreement relating to the Offered Securities under the heading “Number of Borrowed Firm Securities to Be Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases of fractional Securities. (b) If all of the conditions to effectiveness set forth in Section 3 of the a Forward Agreement are not satisfied on or prior to the Closing Date, the relevant Forward Seller, individually, in its sole judgment, may choose not to borrow and deliver for sale the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name under the heading “Number of Borrowed Firm Securities to Be Sold.” In addition, in the event that, in the commercially reasonable judgment of the a Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Firm Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Borrowed Firm Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the such Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the a Forward Seller does not borrow and deliver for sale some or all of the Borrowed Firm Securities, Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name under the heading “Number of Borrowed Firm Securities to Be Sold,” (i) the such Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the Closing Date of the number of such Borrowed Firm Securities that it will not deliver and (ii) the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(a) hereofhereof a number of Standby Firm Securities equal to the number of Securities that such Forward Seller does not so borrow and deliver for sale, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of a number of Standby Firm Securities equal to the number of Securities that the such Forward Seller does not so borrow and deliver for sale, in each case, at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities on the Closing Date. (c) The Company will deliver any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof, and the Forward Seller Sellers will deliver, subject to paragraph (b) of this Section, the Borrowed Firm Securities, in each case, to the Managers for the accounts of such Underwriters, through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price in federal (same day) funds by wire transfer to an account at a bank designated by the Company (in the case of any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof) or the Forward Seller Sellers (in the case of any Borrowed Firm Securities) at the office of Dxxxx Xxxxx Xxxx & Wxxxxxxx Xxxxxxxx LLP, at 10:00 a.m., New York City time, on the Closing Date. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. (d) In addition, on the basis of the representations, warranties and agreements herein contained and upon the terms and conditions set forth herein, subject to the Company’s right to execute one or more Optional Forward Agreements as described in Section 3(e) below, the Company hereby grants an option to the Underwriters to purchase all or any portion of the Company Optional Securities at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Company Optional Securities (such per share price, for any Company Optional Securities, the “Option Purchase Price” for such Company Optional Securities). The option granted hereunder will expire thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Firm Securities upon delivery of an “Exercise Notice” by the Managers to the each Forward Seller and the Company setting forth the number of Optional Securities as to which the Underwriters are then exercising the option and the Option Closing Date (as defined in the Underwriting Agreement related to the Offered Securities) for such Optional Securities. Any Borrowed Optional Securities shall be purchased from the Forward SellerSellers, and any Company Optional Securities and/or Standby Optional Securities shall be purchased from the Company, in each case, for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule I-A to the Underwriting Agreement relating to the Offered Securities bears to the total number of Firm Securities (subject to adjustments in accordance with Section 11 hereof and, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases of fractional Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof not previously exercised may be surrendered and terminated at any time upon notice by the Managers to the each Forward Seller and the Company. (e) Following the delivery of an Exercise Notice pursuant to Section 3(d) hereof: (i) The Company may, in its sole judgment, within one business day after the delivery of such Exercise Notice, execute and deliver to (x) the JPM Forward Seller a forward an additional letter agreement between the Company and the JPM Forward Counterparty (the “JPM Optional Forward Agreement”) and (y) the Xxxxx Forward Seller an additional letter agreement between the Company and the Xxxxx Forward Counterparty (the “Xxxxx Optional Forward Agreement” and, together with the JPM Optional Forward Agreement, the “Optional Forward Agreements”), in each case, substantially in the form attached hereto as Exhibit A with the Forward Counterparty (each such agreement, an “Optional Forward Agreement”) with respect to the Underwriting Agreement relating to the Offered Securities, relating to the forward sale by the Company, subject to the Company’s right to elect net share or cash settlement of such agreements, of a number of Securities that bears the same ratio to the aggregate number of Optional Securities being purchased by the Underwriters from the Forward Sellers pursuant to the exercise of such option as the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite the name of the Forward Seller related to such Exercise NoticeForward Purchaser under the heading “Number of Borrowed Optional Securities to Be Sold” bears to the aggregate number of Borrowed Optional Shares being offered pursuant hereto, subject, however, to such adjustments to eliminate any fractional shares as the Managers in their sole discretion shall make. Upon the delivery of any executed Optional Forward Agreement by the Company to the a Forward Seller, the related Forward Counterparty shall promptly execute and deliver such Optional Forward Agreement to the Company, and upon such execution and delivery, and on the basis of the representations and warranties herein contained, but subject to the conditions stated in Section 3(f) hereof, the such Forward Seller hereby agrees to sell to the respective Underwriters the number of Securities underlying such Optional Forward Agreement, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the such Forward Seller its pro rata portion of the number of Securities underlying such Optional Forward Agreement, in each case, at a price per share equal to the Option Purchase Price. (ii) If the Company does not timely execute and deliver an one or both Optional Forward Agreement Agreements as set forth in the immediately preceding paragraph, then, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to issue and sell to the respective Underwriters a number of Company Optional Securities equal to the number of Optional Securities specified in such Exercise Noticeunderlying the Optional Forward Agreement(s) that were not so executed and delivered at the applicable Option Purchase Price, and each Underwriter agrees, severally and not jointly, to purchase from the Company its pro rata portion of such Company Optional Securities, in each case, at the Option Purchase Price for such Company Optional Securities. (f) (i) If, pursuant to Section 3(e)(i) hereof, the a Forward Counterparty and the Company enter into an Optional Forward Agreement, but as of the applicable Option Closing Date, (1) the representations and warranties of the Company contained in Section 1 hereto are not true and correct, (2) the Company has not performed any obligation under this Agreement as of such Option Closing Date that is required to be performed on or before such Option Closing Date under this Agreement as of such Option Closing Date, as the case may be, or (3) all of the conditions to the effectiveness set forth in Section 3 of such Optional Forward Agreement have not been satisfied (such three sets of conditions, collectively, the “Option Conditions”), the relevant Forward Seller, individually, in its sole judgment, may choose not to borrow and deliver for sale the Securities underlying such Optional Forward Agreement. (ii) In addition, if pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale all of the Securities underlying such Optional Forward Agreement or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. (iii) To the extent that the Forward Seller does not borrow and deliver for sale some or all of the number of Borrowed Optional Securities underlying an Optional Forward Agreement pursuant to clauses (i) or (ii) above, the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the applicable Option Closing Date, and the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(b) hereof a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, in each case, at a price per share equal to the Option Purchase Price (calculated as if such Standby Optional Securities were Company Optional Securities).

Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants agreements herein contained, and but subject to the terms and conditions hereinherein set forth, the Forward Seller (and the Company, to the extent of any Standby Firm Securities) Company agrees to sell to the respective Underwriters Initial Purchasers, and each Underwriter agrees, severally and not jointly, the Initial Purchasers agree to purchase from the Forward Seller (and from the Company, to at a purchase price of 96.75% of the extent principal amount thereof, $65,000,000 principal amount of any Standby Firm Securities), at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities, the number of Securities set forth opposite the name of such Underwriter in Schedule I-A to the Underwriting Agreement relating to the Offered Securities under the heading “Number of Borrowed Firm Securities to Be Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases of fractional Securities. (b) If The Company hereby grants to the Initial Purchasers an option to purchase from the Company, solely for the purpose of covering over-allotments in the sale of Firm Offered Securities, all or any portion of the conditions to effectiveness set forth in Section 3 Additional Offered Securities. The option granted hereunder may be exercised at any time within thirty (30) days from the date hereof at a purchase price of 96.75% of the Forward Agreement principal amount thereof. (c) Payment for the Firm Offered Securities shall be made against delivery of the Firm Offered Securities at a closing to be held at the offices of Weil, Gotshal & Xxxxxx LLP at 10:00 A.M., local time, on July 23, 2003, or at such other time on the same or such other date, as shall be determined by the Initial Purchasers and the Company. The time and date of such payment are not satisfied herein referred to as the Firm Closing Date. (d) Payment for any Additional Offered Securities shall be made against delivery of the Additional Offered Securities at a closing to be held at the offices of Weil, Gotshal & Xxxxxx LLP at 10:00 A.M., local time, on such date (which may be the same as the Closing Date but shall in no event be earlier than either the Closing Date or prior the second business day after the date on which the option shall have been exercised nor later than five business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from the Initial Purchasers to the Company of their determination to purchase an aggregate principal amount, specified in said notice, of Additional Offered Securities. The time and date of such payment are hereinafter referred to as the Option Closing Date. The Firm Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." (e) On each Closing Date, payment for the Firm Offered Securities and Additional Offered Securities shall be made by certified or official bank check or checks, or by wire transfer, payable to the order of the Company, in Federal (same day) funds. On each Closing Date, payment will be made against delivery of one or more global Debentures in registered form to be deposited with, on behalf of, The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, in such denominations and registered in such names as the Initial Purchasers shall request. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition to the obligation of the Initial Purchasers hereunder. With respect to each Closing Date, the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale Company shall make available the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to certificates representing the Offered Securities opposite its name under to be resold for inspection by the heading “Number of Borrowed Firm Securities to Be Sold.” In additionInitial Purchasers in New York, in the event that, in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Firm Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Borrowed Firm Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does New York not borrow and deliver for sale some or all of the Borrowed Firm Securities, (i) the Forward Seller will use its best efforts to notify the Company no later than 5:00 2:00 p.m., New York City time, on the first business day immediately preceding the Closing Date of the number of Borrowed Firm Securities that it will not deliver and (ii) the Company agrees prior to issue and sell to the respective Underwriters pursuant to Section 9(a) hereof, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of the number of Securities that the Forward Seller does not so borrow and deliver for sale, at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities on the such Closing Date. (c) The Company will deliver any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof, and the Forward Seller will deliver, subject to paragraph (b) of this Section, the Borrowed Firm Securities, in each case, to the Managers for the accounts of such Underwriters, through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price in federal (same day) funds by wire transfer to an account at a bank designated by the Company (in the case of any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof) or the Forward Seller (in the case of any Borrowed Firm Securities) at the office of Dxxxx Xxxx & Wxxxxxxx LLP, at 10:00 a.m., New York City time, on the Closing Date. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. (d) In addition, on the basis of the representations, warranties and agreements herein contained and upon the terms and conditions set forth herein, subject to the Company’s right to execute one or more Optional Forward Agreements as described in Section 3(e) below, Company hereby grants an option to the Underwriters to purchase all or any portion of the Company Optional Securities at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Company Optional Securities (such per share price, for any Company Optional Securities, the “Option Purchase Price” for such Company Optional Securities). The option granted hereunder will expire thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Firm Securities upon delivery of an “Exercise Notice” by the Managers to the Forward Seller and the Company setting forth the number of Optional Securities as to which the Underwriters are then exercising the option and the Option Closing Date (as defined in the Underwriting Agreement related to the Offered Securities) for such Optional Securities. Any Borrowed Optional Securities shall be purchased from the Forward Seller, and any Company Optional Securities and/or Standby Optional Securities shall be purchased from the Company, in each case, for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule I-A to the Underwriting Agreement relating to the Offered Securities bears to the total number of Firm Securities (subject to adjustments in accordance with Section 11 hereof and, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases of fractional Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof not previously exercised may be surrendered and terminated at any time upon notice by the Managers to the Forward Seller and the Company. (e) Following the delivery of an Exercise Notice pursuant to Section 3(d) hereof: (i) The Company may, in its sole judgment, within one business day after the delivery of such Exercise Notice, execute and deliver to the Forward Seller a forward agreement substantially in the form attached hereto as Exhibit A with the Forward Counterparty (each such agreement, an “Optional Forward Agreement”) with respect to the number of Optional Securities set forth in such Exercise Notice. Upon the delivery of any executed Optional Forward Agreement by the Company to the Forward Seller, the Forward Counterparty shall promptly execute and deliver such Optional Forward Agreement to the Company, and upon such execution and delivery, and on the basis of the representations and warranties herein contained, but subject to the conditions stated in Section 3(f) hereof, the Forward Seller hereby agrees to sell to the respective Underwriters the number of Securities underlying such Optional Forward Agreement, and each of the Underwriters agree, severally and not jointly, to purchase from the Forward Seller its pro rata portion of the number of Securities underlying such Optional Forward Agreement, in each case, at a price per share equal to the Purchase Price. (ii) If the Company does not timely execute and deliver an Optional Forward Agreement as set forth in the immediately preceding paragraph, then, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the respective Underwriters a number of Company Optional Securities equal to the number of Optional Securities specified in such Exercise Notice, and each Underwriter agrees, severally and not jointly, to purchase from the Company its pro rata portion of such Company Optional Securities, in each case, at the Option Purchase Price for such Company Optional Securities. (f) (i) If, pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but as of the applicable Option Closing Date, (1) the representations and warranties of the Company contained in Section 1 hereto are not true and correct, (2) the Company has not performed any obligation under this Agreement as of such Option Closing Date that is required to be performed on or before such Option Closing Date under this Agreement as of such Option Closing Date, as the case may be, or (3) all of the conditions to the effectiveness set forth in Section 3 of such Optional Forward Agreement have not been satisfied (such three sets of conditions, collectively, the “Option Conditions”), the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the Securities underlying such Optional Forward Agreement. (ii) In addition, if pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale all of the Securities underlying such Optional Forward Agreement or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. (iii) To the extent that the Forward Seller does not borrow and deliver for sale some or all of the number of Borrowed Optional Securities underlying an Optional Forward Agreement pursuant to clauses (i) or (ii) above, the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the applicable Option Closing Date, and the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(b) hereof a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, in each case, at a price per share equal to the Option Purchase Price (calculated as if such Standby Optional Securities were Company Optional Securities).

Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject Subject to the terms and conditions hereinand in reliance upon the representations and warranties herein set forth, the Forward Seller (and the Company, to the extent of any Standby Firm Securities) Company agrees to sell to the respective Underwriters each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Forward Seller (and from the Company, to at a purchase price of $10.5144 per share (other than the extent Affiliate Securities, which shall be purchased at a price of any Standby Firm Securities$11.00 per Affiliate Security), at the price per share set forth in Schedule IV to amount of the Underwriting Agreement relating to the Offered Securities, the number of Firm Securities set forth opposite the such Underwriter’s name of such Underwriter in Schedule I-A to the Underwriting Agreement relating to the Offered Securities under the heading “Number of Borrowed Firm Securities to Be Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases of fractional Securitieshereto. (b) If all of the conditions Subject to effectiveness set forth in Section 3 of the Forward Agreement are not satisfied on or prior to the Closing Date, the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name under the heading “Number of Borrowed Firm Securities to Be Sold.” In addition, in the event that, in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Firm Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Borrowed Firm Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does not borrow and deliver for sale some or all of the Borrowed Firm Securities, (i) the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the Closing Date of the number of Borrowed Firm Securities that it will not deliver and (ii) the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(a) hereof, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of the number of Securities that the Forward Seller does not so borrow and deliver for sale, at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities on the Closing Date. (c) The Company will deliver any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof, and the Forward Seller will deliver, subject to paragraph (b) of this Section, the Borrowed Firm Securities, in each case, to the Managers for the accounts of such Underwriters, through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price in federal (same day) funds by wire transfer to an account at a bank designated by the Company (in the case of any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof) or the Forward Seller (in the case of any Borrowed Firm Securities) at the office of Dxxxx Xxxx & Wxxxxxxx LLP, at 10:00 a.m., New York City time, on the Closing Date. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. (d) In addition, on the basis of the representations, warranties and agreements herein contained and upon the terms and conditions and in reliance upon the representations and warranties herein set forth hereinforth, subject to the Company’s right to execute one or more Optional Forward Agreements as described in Section 3(e) below, Company hereby grants an option to the several Underwriters to purchase all or any portion of from the Company Optional Securities Company, at the same purchase price per share set forth in Schedule IV to as the Underwriting Agreement relating to the Offered Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on Underwriters shall pay for the Firm Securities but not payable on (other than the Company Optional Securities (such per share price, for any Company Optional Affiliate Securities, the “Option Purchase Price” for such Company Optional Securities). The option granted hereunder will expire thirty (30which shall be purchased at a price of $11.00 per Affiliate Security) days after the date of this Agreement and may be exercised in whole all or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution less than all of the Firm Securities upon delivery of an “Exercise Notice” by the Managers to the Forward Seller and the Company setting forth the number of Optional Securities as to which the Underwriters are then exercising the option and the Option Closing Date (as defined in the Underwriting Agreement related to the Offered Securities) for such Optional Securities. Any Borrowed Such Optional Securities shall be purchased from the Forward Seller, and any Company Optional Securities and/or Standby Optional Securities shall be purchased from the Company, in each case, for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule I-A to the Underwriting Agreement relating to the Offered Securities hereto bears to the total number of Firm Securities (subject to adjustments in accordance with Section 11 hereof and, in each case, to adjustments among adjustment by the Underwriters as the Managers in their sole discretion shall make Representatives to eliminate any sales or purchases of fractional Securitiesfractions). No Optional Securities shall Said option may be sold or delivered unless exercised only to cover over-allotments in the sale of the Firm Securities previously have beenby the Underwriters. Said option may be exercised in whole or in part from time to time but on not more than two occasions, on or simultaneously are, sold and delivered. The right before the 30th day after the date of this Agreement upon written or telegraphic notice by the Representatives to purchase the Company setting forth the number of shares of the Optional Securities or any portion thereof not previously exercised may be surrendered and terminated at any time upon notice by as to which the Managers to Underwriters are exercising the Forward Seller option and the Companysettlement date. (ec) Following It is understood and agreed that the delivery of an Exercise Notice pursuant to Section 3(d) hereof: (i) The Company may, in its sole judgment, within one business day after the delivery of such Exercise Notice, execute Affiliate Securities will initially be reserved for offer and deliver sale to the Forward Seller a forward agreement substantially in Affiliate Purchasers upon the form attached hereto as Exhibit A with the Forward Counterparty (each such agreement, an “Optional Forward Agreement”) with respect to the number of Optional Securities set forth in such Exercise Notice. Upon the delivery of any executed Optional Forward Agreement by the Company to the Forward Seller, the Forward Counterparty shall promptly execute terms and deliver such Optional Forward Agreement to the Company, and upon such execution and delivery, and on the basis of the representations and warranties herein contained, but subject to the conditions stated set forth in Section 3(f) hereof, this Agreement and the Forward Seller hereby agrees to sell Prospectus and will be sold to the respective Underwriters Affiliate Purchasers at the number of offering price to the public set forth on the cover page to the Prospectus. Any Affiliate Securities underlying such Optional Forward Agreement, and each that are not orally confirmed for purchase by Affiliate Purchasers by the end of the Underwriters agree, severally and not jointly, to purchase from business day on which this Agreement is executed or other such time established by the Forward Seller its pro rata portion of the number of Securities underlying such Optional Forward Agreement, in each case, at a price per share equal Representatives will be offered to the Purchase Price. (ii) If the Company does not timely execute and deliver an Optional Forward Agreement public as set forth in the immediately preceding paragraph, then, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the respective Underwriters a number of Company Optional Securities equal to the number of Optional Securities specified in such Exercise Notice, and each Underwriter agrees, severally and not jointly, to purchase from the Company its pro rata portion of such Company Optional Securities, in each case, at the Option Purchase Price for such Company Optional SecuritiesProspectus. (f) (i) If, pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but as of the applicable Option Closing Date, (1) the representations and warranties of the Company contained in Section 1 hereto are not true and correct, (2) the Company has not performed any obligation under this Agreement as of such Option Closing Date that is required to be performed on or before such Option Closing Date under this Agreement as of such Option Closing Date, as the case may be, or (3) all of the conditions to the effectiveness set forth in Section 3 of such Optional Forward Agreement have not been satisfied (such three sets of conditions, collectively, the “Option Conditions”), the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the Securities underlying such Optional Forward Agreement. (ii) In addition, if pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale all of the Securities underlying such Optional Forward Agreement or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. (iii) To the extent that the Forward Seller does not borrow and deliver for sale some or all of the number of Borrowed Optional Securities underlying an Optional Forward Agreement pursuant to clauses (i) or (ii) above, the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the applicable Option Closing Date, and the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(b) hereof a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, in each case, at a price per share equal to the Option Purchase Price (calculated as if such Standby Optional Securities were Company Optional Securities).

Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions hereinherein set forth, the Forward Seller (and the Company, to the extent of any Standby Firm Securities) Company agrees to sell to the respective Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the price per share set forth in Schedule IV attached hereto, the number of Primary Firm Securities set forth opposite the name of such Underwriter in Schedule I-A attached hereto under the heading “Number of Primary Firm Securities to Be Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities. In addition, on the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Forward Seller agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Forward Seller (and or from the Company, Company to the extent of any Standby Firm Securities), at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securitiesattached hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule I-A to the Underwriting Agreement relating to the Offered Securities attached hereto under the heading “Number of Borrowed Firm Securities to Be Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to adjustments among the Underwriters as the Managers Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional Securities. (b) If all of the conditions to effectiveness set forth in Section 3 of the Forward Agreement are not satisfied on or prior to the First Closing Date, the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name under the heading “Number of Borrowed Firm Securities to Be Sold.” In addition, in the event that, in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Firm Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Borrowed Firm Securities would entail a stock loan cost in excess of a rate equal to 60 100 basis points per annum, then the such Forward Seller shall only be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does not borrow and deliver for sale some or all of the Borrowed Firm Securities, (i) the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., P.M. New York City time, time on the first business day immediately preceding the First Closing Date of the number of Borrowed Firm Securities that it will not deliver and (ii) the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(a10(a) hereof, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of hereof the number of Securities that the Forward Seller does not so borrow and deliver for sale, sale at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities attached hereto on the First Closing Date. (c) Unless (i) the representations and warranties of the Company contained in Section 1 hereof, and any certificate delivered pursuant thereto by the Company, are true and correct as of any Optional Closing Date, (ii) the Company has performed all of the obligations required to be performed by it under this Agreement on or prior to any Optional Closing Date and (iii) the conditions set forth in Section 7 hereof have been satisfied (clauses (i) through (iii), collectively, the “Option Conditions”), then the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale some or all of the Borrowed Optional Securities as set forth in Section 3(e) and Section 3(f). In addition, in the event that, in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Optional Securities (not in excess of the number of Securities set forth in Schedule I-B opposite the Forward Seller’s name) or if, in such Forward Seller’s commercially reasonable judgment, borrowing such Borrowed Optional Securities would entail a stock loan cost in excess of a rate equal to 100 basis points per annum, then such Forward Seller shall only be required to deliver for sale the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does not borrow and deliver for sale some or all of the Borrowed Optional Securities, the Forward Seller will use its best efforts to notify the Company no later than 5:00 P.M. New York City time on the first business day immediately preceding the Optional Closing Date and the Company agrees to issue and sell to the Underwriters pursuant to Section 10(b) hereof the number of Securities that the Forward Seller does not so borrow and deliver for sale at the price per share set forth in Schedule IV attached hereto on the relevant Optional Closing Date. (d) The Company will deliver the Primary Firm Securities and any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof10(a), and the Forward Seller will deliver, subject to paragraph (b) of this Section, the Borrowed Firm Securities, in each case, to the Managers Representative for the accounts of such Underwriters, through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price in federal Federal (same day) funds by wire transfer to an account at a bank designated by the Company (in the case of the Primary Firm Securities and any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a10(a) hereof) or the Forward Seller (in the case of any Borrowed Firm Securities) at the office of Dxxxx Xxxx & Wxxxxxxx LLPWxxxxxxx, at 10:00 a.m.10 A.M., New York City time, on August 16, 2006, or at such other time not later than five business days thereafter as you, the Company and the Forward Seller shall agree upon, such time and date being herein referred to as the “First Closing Date. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. (de) In addition, on the basis of the representations, warranties and agreements herein contained and upon the terms and conditions set forth herein, subject each of the Company (in the case of any Standby Optional Securities issued and sold by the Company to the Company’s right Underwriters pursuant to execute one Section 10(b) hereof) or more the Forward Seller (in the case of any Borrowed Optional Forward Agreements as described in Section 3(eSecurities) below, Company hereby grants an option to the Underwriters to purchase purchase, severally and not jointly, all or any portion of the Company Optional Securities at Securities, less (in the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities less case of Standby Optional Securities) an amount per share Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Company Optional Securities (such per share price, for any Company Optional Securities, the “Option Purchase Price” for such Company Optional Securities). The option granted hereunder will expire thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Firm Securities upon delivery of an “Exercise Notice” notice by the Managers Representative to the Forward Seller and the Company setting forth the number of Optional Securities as to which the Underwriters are then exercising the option and the Option Closing Date (as defined in the Underwriting Agreement related to the Offered Securities) time and date of payment and delivery for such Optional Securities. Any Borrowed Such Optional Securities shall be purchased from the Forward Seller, and Seller (or from the Company to the extent of any Company Optional Securities and/or Standby Optional Securities shall be purchased from the Company, in each case, Securities) for the account of each Underwriter in the same proportion as the aggregate number of Firm Securities set forth opposite such Underwriter’s name in Schedule I-A to the Underwriting Agreement relating to the Offered Securities hereto bears to the total number of Firm Securities (subject to adjustments in accordance with Section 11 hereof and, in each case, adjustment by the Representative to adjustments among eliminate fractions) and may be purchased by the Underwriters as only for the Managers purpose of covering over-allotments made in their sole discretion shall make to eliminate any sales or purchases connection with the sale of fractional the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Managers Representative to the Forward Seller and the CompanySeller. (ef) Following Each time for the delivery of an Exercise Notice pursuant and payment for the Optional Securities is herein referred to Section 3(d) hereof: (i) The Company may, in its sole judgment, within one business day after the delivery of such Exercise Notice, execute and deliver to the Forward Seller a forward agreement substantially in the form attached hereto as Exhibit A with the Forward Counterparty (each such agreement, an “Optional Forward AgreementClosing Date,” which may be (but may be no earlier than) the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”) with respect ), and shall be determined by the Representative, but shall be not later than five full business days after written notice of election to the number of purchase Optional Securities set forth in such Exercise Noticeis given. Upon the delivery of The Company will deliver any executed Standby Optional Forward Agreement Securities issued and sold by the Company to the Forward Seller, the Forward Counterparty shall promptly execute and deliver such Optional Forward Agreement to the Company, and upon such execution and delivery, and on the basis of the representations and warranties herein contained, but subject to the conditions stated in Section 3(f) hereof, the Forward Seller hereby agrees to sell to the respective Underwriters the number of Securities underlying such Optional Forward Agreement, and each of the Underwriters agree, severally and not jointly, to purchase from the Forward Seller its pro rata portion of the number of Securities underlying such Optional Forward Agreement, in each case, at a price per share equal to the Purchase Price. (ii) If the Company does not timely execute and deliver an Optional Forward Agreement as set forth in the immediately preceding paragraph, then, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the respective Underwriters a number of Company Optional Securities equal to the number of Optional Securities specified in such Exercise Notice, and each Underwriter agrees, severally and not jointly, to purchase from the Company its pro rata portion of such Company Optional Securities, in each case, at the Option Purchase Price for such Company Optional Securities. (f) (i) If, pursuant to Section 3(e)(i10(b) hereof, the Forward Counterparty hereof and the Company enter into an Optional Forward Agreement, but as of the applicable Option Closing Date, (1) the representations and warranties of the Company contained in Section 1 hereto are not true and correct, (2) the Company has not performed any obligation under this Agreement as of such Option Closing Date that is required to be performed on or before such Option Closing Date under this Agreement as of such Option Closing Date, as the case may be, or (3) all of the conditions to the effectiveness set forth in Section 3 of such Optional Forward Agreement have not been satisfied (such three sets of conditions, collectively, the “Option Conditions”), the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the Securities underlying such Optional Forward Agreement. (ii) In addition, if pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale all of the Securities underlying such Optional Forward Agreement or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. (iii) To the extent that the Forward Seller does not borrow and deliver for sale some or all of the number of Borrowed Optional Securities underlying an Optional Forward Agreement pursuant to clauses (i) or (ii) above, the Forward Seller will use its best efforts deliver, subject to notify paragraph (c) of this Section, the Borrowed Optional Securities to the Representative for the accounts of such Underwriters, through the facilities of DTC against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank designated by the Company no later than 5:00 p.m., New York City time, on (in the first business day immediately preceding the applicable Option Closing Date, case of any Standby Optional Securities issued and sold by the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(b10(b) hereof a number of Standby Optional Securities equal to the number of Securities that hereof) or the Forward Seller does not so borrow and deliver for sale, and each (in the case of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, in each case, at a price per share equal to the Option Purchase Price (calculated as if such Standby Optional Securities were Company any Borrowed Optional Securities)) at the office of Dxxxx Xxxx & Wxxxxxxx.

Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions hereinherein set forth, the Forward Seller (and the Company, to the extent of any Standby Firm Securities) agrees Sellers agree to sell to the respective Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Forward Seller (and from the Company, to the extent of any Standby Firm Securities)purchase, at the a price of US$[·] per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered SecuritiesADS, the respective number of Securities Firm ADSs set forth opposite the name of such each Underwriter in Schedule I-A to the Underwriting Agreement relating to the Offered Securities under the heading “Number of Borrowed Firm Securities to Be Purchased,” I hereof, subject to adjustments in accordance with Section 11 hereof and subject, 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each case, to adjustments among the Underwriters Seller as the Managers in their sole discretion number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholders shall make to eliminate any sales or purchases of fractional Securitiesbe several and not joint. (b) If all Certificates (if any) in negotiable form for the total number of the conditions Shares underlying ADSs to effectiveness be sold hereunder by the Selling Shareholders have been placed in custody with the Company as custodian (the “Custodian”) pursuant to the Letter of Transmittal and Custody Agreement (“Custodian Agreement”) executed by each Selling Shareholder for delivery of all such Shares underlying Firm ADSs and any Option ADSs to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the Shares underlying Firm ADSs and any Option ADSs represented by the certificates (if any) held in custody for the Selling Shareholders under the Custodian Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence of any other event or events, except as set forth in Section 3 of the Forward Agreement are not satisfied on or Custodian Agreement. If any such event should occur prior to the Closing Date, the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the number of Securities set forth in Schedule I-B delivery to the Underwriting Agreement relating to the Offered Securities opposite its name under the heading “Number of Borrowed Firm Securities to Be Sold.” In addition, in the event that, in the commercially reasonable judgment Underwriters of the Forward SellerShares underlying Firm ADSs or the Option ADSs hereunder, it is unable to borrow certificates (if any) for the Shares underlying Firm ADSs or the Option ADSs, as the case may be, shall be delivered by the Custodian in accordance with the terms and deliver for sale under conditions of this Agreement all as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the Borrowed Firm Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number proceeds of Borrowed Firm Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does not borrow and deliver for sale some or all of the Borrowed Shares underlying the Firm SecuritiesADSs or Option ADSs, (i) as the Forward Seller will use its best efforts to notify case may be, held by it against delivery of such Shares underlying the Company no later than 5:00 p.m.Firm ADSs or Option ADSs, New York City time, on as the first business day immediately preceding the Closing Date of the number of Borrowed Firm Securities that it will not deliver and (ii) the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(a) hereof, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of the number of Securities that the Forward Seller does not so borrow and deliver for sale, at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities on the Closing Datecase may be. (c) The Payment for the Firm ADSs to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company will deliver any Standby Firm Securities issued for the ADSs to be sold by it and to an account designated by the Custodian for the ADSs to be sold by the Company to the Underwriters pursuant to Section 9(a) hereof, and the Forward Seller will deliver, subject to paragraph (b) of this Section, the Borrowed Firm SecuritiesSelling Shareholders, in each case, case against delivery of ADRs evidencing the Firm ADSs to the Managers order of the Representative for the several accounts of such the Underwriters, . Such payment and delivery are to be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price in federal (same day) funds by wire transfer to an account Company, New York, New York at a bank designated by the Company (in the case of any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof) or the Forward Seller (in the case of any Borrowed Firm Securities) at the office of Dxxxx Xxxx & Wxxxxxxx LLP, at 10:00 [9:00] a.m., New York City time, on [July 5], 2005 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “First Closing Date. For purposes of Rule 15c6-1 under .” (As used herein, “business day” means a day on which the New York Stock Exchange Act, is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The certificates for the Closing Date (if Shares represented by the Firm ADSs so delivered shall be in definitive form in such denominations and in such registrations as the Representative requests in writing not later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant second full business day prior to the offeringFirst Closing Date. (d) In addition, on the basis of the representations, representations and warranties and agreements herein contained and upon subject to the terms and conditions herein set forth hereinforth, subject to the Company’s right to execute one or more Optional Forward Agreements as described in Section 3(e) below, Company and the Selling Shareholders listed on Schedule III hereto hereby grants grant an option to the several Underwriters to purchase all or any portion of the Company Optional Securities Option ADSs at the price per share ADS as set forth in Schedule IV the first paragraph of this Section 2. The maximum number of Option ADSs to the Underwriting Agreement relating to the Offered Securities less an amount per share equal to any dividends or distributions declared be sold by the Company and payable the Selling Shareholders is set forth opposite their respective names on the Firm Securities but not payable on the Company Optional Securities (such per share price, for any Company Optional Securities, the “Option Purchase Price” for such Company Optional Securities)Schedule III hereto. The option granted hereunder will expire thirty (30) days after the date of this Agreement and hereby may be exercised in whole or in part from by giving written notice (i) at any time to time before the First Closing Date and (ii) only for once thereafter within 30 days after the purpose date of covering over-allotments that may be made in connection with the offering and distribution this Agreement, by you, as Representative of the Firm Securities upon delivery of an “Exercise Notice” by the Managers several Underwriters, to the Forward Seller Company, the Attorney-in-Fact (as hereinafter defined), and the Company Custodian setting forth the number of Optional Securities Option ADSs as to which the several Underwriters are then exercising the option and the time and date at which such Option ADSs in appropriate form are to be delivered. If the option granted hereby is exercised in part, the respective number of Option ADSs to be sold by the Company and each of the Selling Shareholders listed on Schedule III hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule III hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which the ADRs evidencing the Option ADSs and the certificates for the Shares represented by the Option ADSs are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”; the First Closing Date and any Option Closing Date (being sometimes referred to as defined in a “Closing Date”). If the Underwriting Agreement related date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the First Closing Date as the Option Closing Date. The number of Option ADSs to the Offered Securities) for such Optional Securities. Any Borrowed Optional Securities be purchased by each Underwriter shall be purchased from the Forward Seller, and any Company Optional Securities and/or Standby Optional Securities shall be purchased from the Company, in each case, for the account of each Underwriter in the same proportion to the total number of Option ADSs being purchased as the number of Firm Securities set forth opposite ADSs being purchased by such Underwriter’s name in Schedule I-A to the Underwriting Agreement relating to the Offered Securities Underwriter bears to the total number of Firm Securities (subject ADSs, adjusted by you in such manner as to adjustments avoid fractions. The option with respect to the Option ADSs granted hereunder may be exercised only to cover over-allotments in accordance with Section 11 hereof and, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases sale of fractional Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have beenADSs by the Underwriters. You, or simultaneously areas Representative of the several Underwriters, sold and delivered. The right to purchase the Optional Securities or any portion thereof not previously exercised may be surrendered and terminated cancel such option at any time upon prior to its expiration by giving written notice of such cancellation to the Company and the Attorney-in-Fact. To the extent, if any, that the option is exercised, payment for the Option ADSs shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of “ , as Custodian” for the Option ADSs to be sold by the Managers to Selling Shareholders against delivery of ADRs therefor through the Forward Seller and facilities of The Depository Trust Company, New York, New York. To the Companyextent the option is exercised by the Underwriters, such option will not exceed 15% of the total number of ADSs sold. (e) Following the delivery of an Exercise Notice pursuant to Section 3(d) hereof: (i) The Company may, in its sole judgment, within one business day after the delivery of such Exercise Notice, execute and deliver to the Forward Seller a forward agreement substantially in the form attached hereto as Exhibit A with the Forward Counterparty (each such agreement, an “Optional Forward Agreement”) with respect to the number of Optional Securities set forth in such Exercise Notice. Upon the delivery of any executed Optional Forward Agreement by the Company to the Forward Seller, the Forward Counterparty shall promptly execute and deliver such Optional Forward Agreement to the Company, and upon such execution and delivery, and If on the basis of the representations and warranties herein contained, but subject to the conditions stated in Section 3(f) hereof, the Forward Seller hereby agrees Closing Date any Selling Shareholder fails to sell the Firm Shares or Option ADSs which such Selling Shareholder has agreed to the respective Underwriters the number of Securities underlying sell on such Optional Forward Agreement, and each of the Underwriters agree, severally and not jointly, to purchase from the Forward Seller its pro rata portion of the number of Securities underlying such Optional Forward Agreement, in each case, at a price per share equal to the Purchase Price. (ii) If the Company does not timely execute and deliver an Optional Forward Agreement date as set forth in the immediately preceding paragraph, then, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditionsSchedule II hereto, the Company hereby agrees to that it will sell or arrange for the sale of that number of ADSs to the respective Underwriters a number of Company Optional Securities equal to the number of Optional Securities specified in such Exercise Notice, and each Underwriter agrees, severally and not jointly, to purchase from the Company its pro rata portion of such Company Optional Securities, in each case, at which represents Firm ADSs or the Option Purchase Price for ADSs which such Company Optional Securities. (f) (i) If, pursuant Selling Shareholder has failed to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but as of the applicable Option Closing Date, (1) the representations and warranties of the Company contained in Section 1 hereto are not true and correct, (2) the Company has not performed any obligation under this Agreement as of such Option Closing Date that is required to be performed on or before such Option Closing Date under this Agreement as of such Option Closing Dateso sell, as the case may be, or (3) all of the conditions to the effectiveness set forth in Section 3 of Schedule II hereto, or such Optional Forward Agreement have not been satisfied (such three sets of conditions, collectively, lesser number as may be requested by the “Option Conditions”), the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the Securities underlying such Optional Forward AgreementRepresentative. (ii) In addition, if pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale all of the Securities underlying such Optional Forward Agreement or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. (iii) To the extent that the Forward Seller does not borrow and deliver for sale some or all of the number of Borrowed Optional Securities underlying an Optional Forward Agreement pursuant to clauses (i) or (ii) above, the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the applicable Option Closing Date, and the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(b) hereof a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, in each case, at a price per share equal to the Option Purchase Price (calculated as if such Standby Optional Securities were Company Optional Securities).

Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants herein contained, agreements and subject to the terms and conditions herein, the Forward Seller (and the Company, to the extent of any Standby Firm Securities) agrees to sell to the respective Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Forward Seller (and from the Company, to the extent of any Standby Firm Securities), at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities, the number of Securities set forth opposite the name of such Underwriter in Schedule I-A to the Underwriting Agreement relating to the Offered Securities under the heading “Number of Borrowed Firm Securities to Be Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases of fractional Securities. (b) If all of the conditions to effectiveness set forth in Section 3 of the Forward Agreement are not satisfied on or prior to the Closing Date, the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name under the heading “Number of Borrowed Firm Securities to Be Sold.” In addition, in the event that, in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Firm Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Borrowed Firm Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does not borrow and deliver for sale some or all of the Borrowed Firm Securitiesherein, (i) the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the Closing Date of the number of Borrowed Firm Securities that it will not deliver and (ii) the Company agrees to issue and sell to the respective several Underwriters pursuant to Section 9(athe New Shares at the Issue Price (as defined below) per share (plus, in accordance with subsection (c) hereof, the Excess Proceeds Amount) and each of the UnderwritersUnderwriters agrees, severally and not jointly, agrees to underwrite and purchase from the Company its pro rata portion the respective number of New Shares set forth opposite the names of the Underwriters in Schedule A to the Pricing Agreement under the column captioned “Number of New Shares to Be Purchased by the Underwriters”, (ii) Infineon agrees to sell to the several Underwriters and each Underwriter agrees to underwrite and purchase from Infineon, severally and not jointly, the respective number of Securities that Existing Firm Underlying Shares set forth opposite the Forward Seller does not so borrow name of the Underwriters in Schedule A to the Pricing Agreement under the column captioned “Number of Existing Firm Underlying Shares to be Purchased from Infineon”, each at the Offer Price (as defined below) per share less the commissions pursuant to subsection (l) hereof, and deliver for sale(iii) Infineon agrees to sell to the several Underwriters, at the price per share option of the Underwriters, an aggregate of not more than 9,450,000 Optional Underlying Shares as set forth in Schedule IV A to the Underwriting Pricing Agreement relating in the column captioned “Number of Optional Underlying Shares to be Purchased from Infineon if Over-Allotment Exercised in Full”, each at the Offer Price (as defined below) per share less the commissions pursuant to subsection (l) hereof, it being understood that if any Optional Underlying Shares are sold, each Underwriter agrees to purchase that number of Optional Underlying Shares which bears the same proportion to the total number of Optional Underlying Shares as the proportion of the New Shares purchased by such Underwriter to the total number of New Shares purchased by all Underwriters, subject at all times to the Representatives’ right to make any necessary adjustments to prevent the sale or purchase of fractional shares. (b) The offer price at which each Offered Securities on Security shall be offered for sale to investors (the Closing Date“Offer Price”) shall be in U.S. dollars and set forth in the Pricing Agreement (as defined below). (c) On or about [ ], 2006 the parties hereto expect to enter into a pricing agreement essentially in the form set out in Schedule D hereto (the “Pricing Agreement”), which shall set forth, among other things, the Offer Price. The aggregate U.S. dollar amount to be paid by the Underwriters to the Company will deliver pursuant to the Pricing Agreement in respect of the New Shares sold shall be the number of New Shares sold multiplied by the Offer Price, less the total Issue Price (as defined below) for the New Shares and less the commissions specified in subsection (l) in respect of the New Shares sold as set forth in subsection (d) and less any Standby Firm Securities issued and sold expenses payable but not yet paid by the Company to the Underwriters pursuant to (and evidenced as provided in) Section 9(a6(A)(i) (the “Excess Proceeds Amount”). For purposes of determining the Excess Proceeds Amount, the Issue Price shall be translated into U.S. dollars at the exchange rate used to convert any U.S. dollar amounts to euro for the purpose of paying the Issue Price in euro. (d) Subject to the conditions set out in Section 8 hereof, Citigroup Global Markets Deutschland AG & Co. KGAA (“Citigroup Deutschland”) for the account of the Underwriters as provided in subsection (e) below, agrees to subscribe for, on the date hereof, the New Shares at an issue price of €2.00 per share each (the “Issue Price”), to pay to the Company an amount (the “Initial Contribution”) equal to €0.50 (being 25% of the Issue Price) for each of the subscribed New Shares in accordance with subsection (f) below for the purpose of effecting the registration of the consummation of the capital increase in the Commercial Register and to cause on the date of such registration payment to the Company of €1.50 (being 75% of the Issue Price) for each of the subscribed New Shares (the “Remaining Contribution”). (e) For the purpose of effecting the capital increase and the issuance of the New Shares, the Underwriters authorize Citigroup Deutschland to subscribe for the New Shares to be underwritten by the Underwriters at the Issue Price pursuant to the conditions below, and to make available to the Company the full amount of the Issue Price for the New Shares as provided in subsection (d) above. Citigroup Deutschland shall thereby act in its own name, and for the account of the Underwriters. Citigroup Deutschland shall not be liable for the performance of the obligations of the other Underwriters to pay the Excess Proceeds Amount in accordance with subsection (i) hereof. (i) For the purpose of registering the consummation of the capital increase representing the New Shares in the Commercial Register, Citigroup Deutschland shall, in accordance with the foregoing, and subject to the conditions stated herein, deliver to the Company a subscription certificate in the form attached as Exhibit A hereto (Zeichnungsschein – the “Subscription Certificate”) on the date hereof, duly signed in duplicate form pursuant to Section 185 of the German Stock Corporation Act (Aktiengesetz – “AktG”) and representing [ ] New Shares, such Subscription Certificate, in accordance with its terms, to expire on [ ], 2006, and Citigroup Deutschland, for the account of the Underwriters as provided in subsection (e) above, shall effect payment of the Initial Contribution in respect of the New Shares subscribed for by Citigroup Deutschland with value as of [ ], as initial payment pursuant to Section 36a (1) AktG, to a special account of the Company at Citigroup Deutschland entitled Sonderkonto Kapitalerhöhung (the “Capital Increase Account”), such account to be non-interest bearing and free of charges. Following the deposit in the Capital Increase Account of an amount equal to the Initial Contribution by the Representatives, Citigroup Deutschland shall cause delivery to the Company of a certificate in the form attached as Exhibit B hereto (the “Bank Certificate”), confirming such deposit (Sections 203 (1), 188 (2), 36 (2), 36a (1) and 37 (1) AktG). (ii) Promptly upon receipt of the Subscription Certificate and the Bank Certificate pursuant to subsection (f)(i) above, the Company shall file the application for the registration of the consummation of the increase in capital with the Commercial Register. The parties intend to file the application for the registration at the latest by 9.00 CET on [ ], 2006, being the date on which the Offer Price is expected to be determined. Copies of all documents filed with the Commercial Register in connection with the registration of the consummation of the increase in capital shall be delivered to the Representatives and Citigroup Deutschland promptly upon such filing. (iii) Promptly upon the registration of the consummation of the increase in capital in the Commercial Register the Company shall, by telefax with the original copy to follow promptly by courier, furnish the Representatives and Citigroup Deutschland with a certified excerpt of the registration notice of the Commercial Register and a certified excerpt from the Commercial Register, evidencing the registration of the consummation of the increase in capital. (iv) If the registration in the Commercial Register of the consummation of the increase in the Company’s capital in an amount of €[ ] has not been effected by 24.00 CET on [ ], 2006 (which date and time may by notice to the Company be postponed by the Representatives acting jointly in their sole discretion on behalf of the Underwriters) and in agreement with Citigroup Deutschland, the Subscription Certificate for the New Shares shall expire and Citigroup Deutschland may obtain repayment of the Issue Price by canceling the credit of the aggregate Initial Contribution already paid for the New Shares to the Capital Increase Account. In such event, the Representatives, on behalf of the Underwriters, Citigroup Deutschland, and the Forward Seller will deliverCompany may agree that Citigroup Deutschland submits a new Subscription Certificate for the New Shares (to expire in accordance with its terms on a date to be mutually determined by the Representatives – acting on behalf of the Underwriters – Citigroup Deutschland and the Company and Infineon) and effect a new credit of the aggregate Initial Contribution for the New Shares to the Capital Increase Account. If the Representatives, on behalf on the Underwriters, Citigroup Deutschland, the Company and Infineon have not agreed on the submission of a new Subscription Certificate for the New Shares on or prior to [ ], 2006, all obligations of the Underwriters to subscribe for and underwrite the New Shares and to purchase the Existing Firm Underlying Shares from the Infineon as well as all obligations of the Company to issue and sell the New Shares and of the Infineon to sell the Existing Firm Underlying Shares to the Underwriters shall terminate. In this event the reimbursement obligation of the Company with respect to costs, charges and expenses incurred pursuant to the terms of Section 6(A)(i) and the provisions set out in Section 10 of this Agreement shall remain in full force and effect. (g) On the date of registration of the consummation of the increase in capital in the Commercial Register and for value on such date, Citigroup Deutschland, for the account of the Underwriters as provided in subsection (e) above shall cause payment of the Remaining Contribution for the New Shares to be made to the Company against delivery of the Global Share Certificate(s) pursuant to subsection (h) to the Capital Increase Account. (h) Promptly on the day on which the consummation of the increase in capital relating to the New Shares is registered in the Commercial Register and for value on such date, the Company shall deliver to Citigroup Deutschland one or more global share certificate(s) which shall bear a blank endorsement in the form attached as Exhibit C hereto (each a “Global Share Certificate”) representing the New Shares, against payment of the Remaining Contribution by the Representatives pursuant to subsection (g). Citigroup Deutschland on behalf of the Representatives shall deliver the Global Share Certificate(s) to the Custodian on or prior to the First Closing Date (as defined below), to enable delivery by the Representatives of the Firm ADSs to the other Underwriters or to investors, as the case may be, by way of book-entry. (i) Subject to the conditions stated herein, the Representatives shall cause payment for the New Shares to the Company, on behalf of the several Underwriters in satisfaction of their obligations to underwrite the New Shares to be issued by the Company hereunder, of the Excess Proceeds Amount. All such payment shall be made on [ ], 2006, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being referred to herein as the “First Closing Date”, in Federal (same day) funds, by official bank check or checks or wire transfer to the Capital Increase Account maintained by the Company at [ ] in U.S. dollars. In the absence of instructions by the Company to the contrary, the Representatives shall promptly thereafter transfer the complete balance of the Capital Increase Account to the accounts of the Company at [ ], for value on the First Closing Date. (j) Certificates in negotiable form for the Existing Firm Underlying Shares to be sold by Infineon hereunder have been placed in custody, for delivery under this Agreement (unless this Agreement is terminated in accordance with Section 9, in which case the provisions contained therein shall apply). Infineon agrees that the shares represented by the certificates held in custody for Infineon by the Custodian are subject to paragraph (b) the interests of this Section, the Borrowed Underwriters hereunder. The Custodian will credit the Existing Firm Securities, in each case, Underlying Shares to the Managers Depositary, which will deliver ADSs in respect thereof to the Representatives for the accounts of such Underwriters, through the facilities of The Depository Trust Company (“DTC”) Underwriters against payment of the purchase price price, which will be the sum total of the Offer Price per share multiplied by the number of Existing Firm Underlying Shares purchased less the commissions deducted pursuant to subsection (l) hereof, in federal Federal (same day) funds funds, by official bank checks or wire transfer transfers to an account accounts at a bank designated by the Company (in the case of any Standby Firm Securities issued and sold by the Company acceptable to the Underwriters pursuant Representatives drawn to Section 9(a) hereof) or the Forward Seller (in the case order of any Borrowed Firm Securities) Infineon at the office of Dxxxx Xxxx & Wxxxxxxx LLP, at 10:00 a.m., New York City time, on the First Closing Date. For purposes of Rule 15c6-1 under The certificates for the Exchange ActExisting Firm Underlying Shares so to be delivered will be in definitive form, the Closing Date (if later than the otherwise applicable settlement date) and shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant delivered to the offeringCustodian on or prior to the First Closing Date, to enable delivery by the Representatives of the ADSs in respect thereof to the other Underwriters or to investors, as the case may be, by way of book-entry. (dk) In addition, on Upon written notice from the basis Representatives given to the Company and Infineon from time to time not more than 30 days subsequent to the date of the representationsFinal Prospectus, warranties and agreements herein contained and upon the terms and conditions set forth herein, subject to the Company’s right to execute one or more Optional Forward Agreements as described in Section 3(e) below, Company hereby grants an option to the Underwriters to may purchase all or any portion less than all of the Company Optional Securities at the price Offer Price per share set forth in Schedule IV share. Infineon agrees to sell to the Underwriting Agreement relating to the Offered Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Company Optional Securities (such per share price, for any Company Optional Securities, the “Option Purchase Price” for such Company Optional Securities). The option granted hereunder will expire thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Firm Securities upon delivery of an “Exercise Notice” by the Managers to the Forward Seller and the Company setting forth Underwriters the number of shares of Optional Securities as to which specified in such notice and the Underwriters are then exercising the option agree, severally and the Option Closing Date (as defined in the Underwriting Agreement related not jointly, to the Offered Securities) for purchase such Optional Securities. Any Borrowed Such Optional Securities shall be purchased from the Forward Seller, and any Company Optional Securities and/or Standby Optional Securities shall be purchased from the Company, in each case, for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule I-A to the Underwriting Agreement relating to the Offered Securities bears to the total number of shares of Firm Securities (subject to adjustments in accordance with Section 11 hereof and, in each case, adjustment by the Representatives to adjustments among eliminate fractions) and may be purchased by the Underwriters as only for the Managers purpose of covering over-allotments made in their sole discretion shall make to eliminate any sales or purchases connection with the sale of fractional the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Managers Representatives to the Forward Seller and the Company. (e) Following . The time for the delivery of an Exercise Notice pursuant and payment for the Optional Securities, being herein referred to Section 3(d) hereof: (i) The Company may, in its sole judgment, within one business day after the delivery of such Exercise Notice, execute and deliver to the Forward Seller a forward agreement substantially in the form attached hereto as Exhibit A with the Forward Counterparty (each such agreement, an “Optional Forward AgreementClosing Date”) with respect , which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. Infineon will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price, which will be the sum total of the Offer Price per share multiplied by the number of Optional Securities set forth in such Exercise Notice. Upon Purchased less the delivery of any executed Optional Forward Agreement by the Company commissions deducted pursuant to the Forward Seller, the Forward Counterparty shall promptly execute and deliver such Optional Forward Agreement to the Company, and upon such execution and delivery, and on the basis of the representations and warranties herein contained, but subject to the conditions stated in Section 3(fsubsection (l) hereof, the Forward Seller hereby agrees to sell to the respective Underwriters the number of Securities underlying such Optional Forward Agreement, and each of the Underwriters agree, severally and not jointly, to purchase from the Forward Seller its pro rata portion of the number of Securities underlying such Optional Forward Agreement, in each case, at a price per share equal to the Purchase Price. Federal (ii) If the Company does not timely execute and deliver an Optional Forward Agreement as set forth in the immediately preceding paragraph, then, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the respective Underwriters a number of Company Optional Securities equal to the number of Optional Securities specified in such Exercise Notice, and each Underwriter agrees, severally and not jointly, to purchase from the Company its pro rata portion of such Company Optional Securities, in each case, at the Option Purchase Price for such Company Optional Securities. (f) (i) If, pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but as of the applicable Option Closing Date, (1) the representations and warranties of the Company contained in Section 1 hereto are not true and correct, (2) the Company has not performed any obligation under this Agreement as of such Option Closing Date that is required to be performed on or before such Option Closing Date under this Agreement as of such Option Closing Date, as the case may be, or (3) all of the conditions to the effectiveness set forth in Section 3 of such Optional Forward Agreement have not been satisfied (such three sets of conditions, collectively, the “Option Conditions”), the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the Securities underlying such Optional Forward Agreement. (ii) In addition, if pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale all of the Securities underlying such Optional Forward Agreement or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. (iii) To the extent that the Forward Seller does not borrow and deliver for sale some or all of the number of Borrowed Optional Securities underlying an Optional Forward Agreement pursuant to clauses (i) or (ii) above, the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the applicable Option Closing Date, and the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(b) hereof a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, in each case, at a price per share equal to the Option Purchase Price (calculated as if such Standby Optional Securities were Company Optional Securities).same

Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein, the Forward Seller (and the Company, to the extent of any Standby Firm Securities) agrees to sell to the respective Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Forward Seller (and from the Company, to the extent of any Standby Firm Securities), at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities, the number of Securities set forth opposite the name of such Underwriter in Schedule I-A to the Underwriting Agreement relating to the Offered Securities under the heading “Number of Borrowed Firm Securities to Be Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make to eliminate any sales or purchases of fractional Securities. (b) If all of the conditions to effectiveness set forth in Section 3 of the Forward Agreement are not satisfied on or prior to the Closing Date, the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the number of Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name under the heading “Number of Borrowed Firm Securities to Be Sold.” In addition, in the event that, in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Firm Securities set forth in Schedule I-B to the Underwriting Agreement relating to the Offered Securities opposite its name or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Borrowed Firm Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. If, pursuant to the paragraph above, the Forward Seller does not borrow and deliver for sale some or all of the Borrowed Firm Securities, (i) the Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day immediately preceding the Closing Date of the number of Borrowed Firm Securities that it will not deliver and (ii) the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(a) hereof, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of the number of Securities that the Forward Seller does not so borrow and deliver for sale, at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities on the Closing Date. (c) The Company will deliver any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof, and the Forward Seller will deliver, subject to paragraph (b) of this Section, the Borrowed Firm Securities, in each case, to the Managers for the accounts of such Underwriters, through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price in federal (same day) funds by wire transfer to an account at a bank designated by the Company (in the case of any Standby Firm Securities issued and sold by the Company to the Underwriters pursuant to Section 9(a) hereof) or the Forward Seller (in the case of any Borrowed Firm Securities) at the office of Dxxxx Xxxx & Wxxxxxxx LLP, at 10:00 a.m., New York City time, on the Closing Date. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. (d) In addition, on ----------------------------------------------------- the basis of the representations, warranties and agreements herein contained and upon contained, but subject to the terms and conditions herein set forth hereinforth, subject the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company’s right , at a purchase price of 97.75% of the principal amount thereof plus accrued interest, if any, from June 30, 1998 to execute one or more Optional Forward Agreements the Firm Closing Date (as described in Section 3(ehereinafter defined), $250,000,000 principal amount of Firm Offered Securities. (b) below, The Company hereby grants to the Initial Purchaser an option to purchase from the Underwriters to purchase all or any portion of the Company Optional Securities at the price per share set forth in Schedule IV to the Underwriting Agreement relating to the Offered Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Company Optional Securities (such per share priceCompany, for any Company Optional Securities, the “Option Purchase Price” for such Company Optional Securities). The option granted hereunder will expire thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time only solely for the purpose of covering over-allotments that in the sale of Firm Offered Securities, all or any portion of the Additional Offered Securities. The option granted hereunder may be made in connection with exercised at any time within thirty (30) days from the offering and distribution date hereof at a purchase price of 97.75% of the Firm Securities upon delivery of an “Exercise Notice” by the Managers principal amount thereof plus accrued interest, if any, from June 30, 1998 to the Forward Seller and the Company setting forth the number of Optional Securities as to which the Underwriters are then exercising the option and the Option Closing Date (as defined in hereinafter defined). (c) Payment for the Underwriting Agreement related to the Firm Offered Securities) for such Optional Securities. Any Borrowed Optional Securities shall be purchased from made against delivery of the Forward SellerFirm Offered Securities at a closing to be held at the offices of Weil, Gotshal & Xxxxxx LLP at 10:00 A.M., local time, on June 30, 1998, or at such other time on the same or such other date, as shall be determined by the Initial Purchaser and the Company. The time and date of such payment are herein referred to as the Firm Closing Date. (d) Payment for any Company Optional Securities and/or Standby Optional Additional Offered Securities shall be purchased made against delivery of the Additional Offered securities at a closing to be held at the offices of Weil, Gotshal & Xxxxxx LLP at 10:00 A.M., local time, on such date (which may be the same as the Closing Date but shall in no event be earlier than either the Closing Date or the second business day after the date on which the option shall have been exercised nor later than five business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from the CompanyInitial Purchaser to the Company of its determination to purchase an aggregate principal amount, specified in each casesaid notice, for the account of each Underwriter in the same proportion Additional Offered Securities. The time and date of such payment are hereinafter referred to as the number of Option Closing Date. The Firm Securities set forth opposite such Underwriter’s name in Schedule I-A Closing Date and the Option Closing Date are herein individually referred to the Underwriting Agreement relating to the Offered Securities bears to the total number of Firm Securities (subject to adjustments in accordance with Section 11 hereof and, in each case, to adjustments among the Underwriters as the Managers in their sole discretion shall make "Closing Date" and collectively referred to eliminate any sales or purchases of fractional Securities). No Optional Securities shall be sold or delivered unless as the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof not previously exercised may be surrendered and terminated at any time upon notice by the Managers to the Forward Seller and the Company"Closing Dates". (e) Following On each Closing Date, payment for the delivery of an Exercise Notice pursuant to Section 3(d) hereof: (i) The Company mayFirm Offered Securities and Additional Offered Securities shall be made by certified or official bank check or checks, in its sole judgmentor by wire transfer, within one business day after the delivery of such Exercise Notice, execute and deliver payable to the Forward Seller a forward agreement substantially in the form attached hereto as Exhibit A with the Forward Counterparty (each such agreement, an “Optional Forward Agreement”) with respect to the number order of Optional Securities set forth in such Exercise Notice. Upon the delivery of any executed Optional Forward Agreement by the Company to the Forward Seller, the Forward Counterparty shall promptly execute and deliver such Optional Forward Agreement to the Company, in Federal (same day) funds. On each Closing Date, payment will be made against delivery of one or more global debentures in registered form to be deposited with, on behalf of, The Depository Trust Company ("DTC") and upon registered in the name of Cede & Co., as nominee for DTC, in such execution denominations and deliveryregistered in such names as the Initial Purchaser shall request. Time shall be of the essence, and on delivery at the basis time and place specified pursuant to this Agreement is a further condition to the obligation of the representations and warranties herein contained, but subject Initial Purchaser hereunder. With respect to the conditions stated in Section 3(f) hereof, the Forward Seller hereby agrees to sell to the respective Underwriters the number of Securities underlying such Optional Forward Agreement, and each of the Underwriters agree, severally and not jointly, to purchase from the Forward Seller its pro rata portion of the number of Securities underlying such Optional Forward Agreement, in each case, at a price per share equal to the Purchase Price. (ii) If the Company does not timely execute and deliver an Optional Forward Agreement as set forth in the immediately preceding paragraph, then, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditionsClosing Date, the Company hereby agrees to sell to shall make available the respective Underwriters a number of Company Optional certificates representing the Offered Securities equal to the number of Optional Securities specified in such Exercise Notice, and each Underwriter agrees, severally and not jointly, to purchase from the Company its pro rata portion of such Company Optional Securities, in each case, at the Option Purchase Price for such Company Optional Securities. (f) (i) If, pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but as of the applicable Option Closing Date, (1) the representations and warranties of the Company contained in Section 1 hereto are not true and correct, (2) the Company has not performed any obligation under this Agreement as of such Option Closing Date that is required to be performed on or before such Option Closing Date under this Agreement as of such Option Closing Dateresold for inspection by the Initial Purchaser in New York, as the case may be, or (3) all of the conditions to the effectiveness set forth in Section 3 of such Optional Forward Agreement have New York not been satisfied (such three sets of conditions, collectively, the “Option Conditions”), the Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the Securities underlying such Optional Forward Agreement. (ii) In addition, if pursuant to Section 3(e)(i) hereof, the Forward Counterparty and the Company enter into an Optional Forward Agreement, but in the commercially reasonable judgment of the Forward Seller, it is unable to borrow and deliver for sale all of the Securities underlying such Optional Forward Agreement or if, in such Forward Seller’s commercially reasonable judgment, borrowing such number of Securities would entail a stock loan cost in excess of a rate equal to 60 basis points per annum, then the Forward Seller shall be required to deliver for sale only the aggregate number of Securities that such Forward Seller is able to so borrow at or below such cost. (iii) To the extent that the Forward Seller does not borrow and deliver for sale some or all of the number of Borrowed Optional Securities underlying an Optional Forward Agreement pursuant to clauses (i) or (ii) above, the Forward Seller will use its best efforts to notify the Company no later than 5:00 2:00 p.m., New York City time, on the first business day immediately preceding the applicable Option prior to such Closing Date, and the Company agrees to issue and sell to the respective Underwriters pursuant to Section 9(b) hereof a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company its pro rata portion of a number of Standby Optional Securities equal to the number of Securities that the Forward Seller does not so borrow and deliver for sale, in each case, at a price per share equal to the Option Purchase Price (calculated as if such Standby Optional Securities were Company Optional Securities).