Common use of Stabilization and Over-Allotment Clause in Contracts

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate the sale -------------------------------- distribution of the Securities, we authorize you, in your discretion, to purchase and sell Securities, any securities into which the Securities are convertible or for which the Securities are exchangeable, and any other securities of the Issuer or any guarantor of the Securities specified in the Invitation Invitation, in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of any such securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriterbecame one of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 2015% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or any such other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-non- defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may stay determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, Underwriter and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, . resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we We authorize you, in your discretion, to purchase make purchases and sell Securities or sales of Securities, any other securities of the Issuer or any guarantor Company of the Securities specified in same class and series and any other securities of the Invitation Company which you may designate in the open market or otherwise, for long or short account, at on such prices terms as you may determinedeem advisable, and, in arranging for sales to Selected Dealers or otherssales, to over-allot. You may liquidate any long position or allot and cover any short position incurred pursuant to this Section as such prices as you may determineover-allotment, at your discretion, by purchasing Securities, exercising the over-allotment option, if any, indicated in the Written Communication, or both. You shall make such Such purchases and sales (including and over-allotments) allotments will be made for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, that you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities Company for stabilizing purposes prior to the time when we become an Underwriterone of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. We authorize you, in your discretion, to cover any short position incurred pursuant to this Section by purchasing securities on such terms as you deem advisable. At the close of business on any day no time will our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not commitment under the foregoing provisions of this Section exceed 2015% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest . Solely for purposes of the Underwritersimmediately preceding sentence, our "underwriting obligation" shall be deemed to exclude any Securities which we are obligated to purchase solely by virtue of the exercise of an over-allotment option. We will on demand take up at cost on demand any Securities or other securities of the Issuer or any securities of so purchased and deliver any guarantor of the Securities securities so sold or over-allotted alloted for our account, including accrued interestand, amortization of original issue discount or dividendsif any other Underwriter defaults in its corresponding obligation, and we will pay assume our proportionate share of such obligation without relieving the defaulting Underwriter from liability. Upon request, we will advise you of the Securities retained by us and unsold and will sell to you on demand for the amount account of any losses one or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share more of the obligations Underwriters such of our unsold Securities and at such defaulting Underwriter in price, not less than the proportion that its underwriting obligation bears net price to Selected Dealers nor more than the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If public offering price, as you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Actdetermine.

Stabilization and Over-Allotment. In order to facilitate connection with the sale issue of the Securities, we authorize youthe Underwriters may over-allot Securities (provided that, in your discretion, the case of any Securities to purchase and sell Securities or any other securities be admitted to trading on the Euro MTF Market of the Issuer or any guarantor Luxembourg Stock Exchange, the aggregate principal amount of Securities allotted does not exceed 105% of the aggregate principal amount of the Securities specified in subject to the Invitation in issue) or effect transactions with a view to supporting the open market price of the Securities during the Stabilization Period (as defined below) at a level higher than that which might otherwise prevail. However, there is no assurance that the Underwriters will undertake stabilization action. Any stabilization action may begin on or otherwise, for long or short account, at such prices as you may determine, after the date on which adequate public disclosure of the terms of the offer of the Securities is made and, in arranging for sales to Selected Dealers if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the date on which the Province received the proceeds of the issue and 60 days after the date of the allotment of the Securities (the “Stabilization Period”). Any stabilization action or others, to over-allot. You may liquidate any long position allotment must be conducted by the Underwriters (or cover any short position incurred pursuant to this Section as such prices as you may determine. You shall make such purchases persons acting on their behalf) in accordance with all applicable laws and sales (including over-allotments) for rules and will be undertaken at the accounts offices of the Underwriters as nearly as practicable in proportion to (or persons acting on their respective underwriting obligationsbehalf) and on the Euro MTF Market of the Luxembourg Stock Exchange. It is understood that, Any over-allotment or stabilization transaction by the Underwriters in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor distribution of the Securities for stabilizing purposes prior to shall be effected by them on their own behalf and not as agents of the time when we become an UnderwriterProvince, and we agree that any such securities so purchased gain or loss arising therefrom shall be treated as having for their own account. The Underwriters acknowledge that the Province has not been purchased for the respective accounts authorized to issue Securities in excess of the principal amount set forth in Schedule II hereto. The Underwriters also acknowledge that the Province has not authorized the carrying out by the Underwriters of stabilization transactions other than in conformity with applicable laws and rules, including those made pursuant to the foregoing authorizationProspectus Regulation, FMSA, and Regulation M promulgated by the SEC (if applicable). At The Province authorizes the close Underwriters to make such public disclosure of business on information relating to stabilization as is required by applicable law, regulation and guidance and to handle requests from any day our net commitment, either relevant competent authority for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitationpurposes of Article 6(5)(b) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 ActCommission Delegated Regulation (EU) 2016/1052.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, determine and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of or our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to To facilitate the sale distribution of the SecuritiesUnits, we you authorize youus during the term of this Agreement, or for such longer period as may be necessary in your our discretion, to purchase make purchases and sell Securities or any other securities sales of the Issuer or any guarantor of the Securities specified in the Invitation Units for your account in the open market or otherwise, for long or short account, at on such prices terms as you may determine, we deem advisable and, in arranging for sales to Selected Dealers or otherssales, to over-allot. You may liquidate any long position or also authorize us to cover any short position incurred pursuant to this Section on such terms as we deem advisable. Included in the authority granted to us by you is the authority to exercise the over-allotment option to purchase the Optional Units granted by Section 3 of the Underwriting Agreement. Except with respect to the exercise of such prices as you may determine. You shall make over-allotment option, all such purchases and sales (including over-allotmentsother than purchases and sales of the Optional Units) shall be made for the accounts of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood thatYour net commitment under this Section shall not, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of at the Issuer or securities end of any guarantor business day, exceed 15% of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our your maximum underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We You will on our demand take up at cost on demand or deliver against payment any Securities Units purchased or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our accountyour account and, including accrued interestif any such other Underwriter defaults in its corresponding obligation, amortization you will assume your proportionate share of original issue discount such obligation without relieving the defaulting Underwriter from liability. You will be obligated in respect to purchases and sales made for your account hereunder whether or dividendsnot the proposed purchase of the Units is consummated. Upon request you will advise us of Units retained by you and unsold and will sell to us for the account of one or more of the Underwriters such of your unsold Units as we may designate, and at the public offering price thereof less such amount as we may determine, but not in excess of the Selected Dealer's concession with respect thereto. Until the termination of this Agreement pursuant to Section 11 hereof, or prior notification by us, we shall have the sole right to effect stabilizing transactions in the Units. You agree that until such time you will pay to you on demand the amount not make any purchases or sales of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter Units except as provided in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminatedSection 9 hereof. You shall prepare and maintain such records as are also agree to timely provide us with the information required to be maintained by you as manager pursuant to Rule 17a-2 17a-2(d) under the Securities Exchange Act of 1934, as amended (the "1934 Act").

Stabilization and Over-Allotment. In order During an Offering, and longer if necessary to facilitate the sale of the Securitiescover any short position, we authorize you, in your discretion, to purchase you may buy and sell Securities for either long or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation short account in the open market or otherwiseotherwise (i) the Securities, (ii) if the Securities are common stock or a security convertible into or exchangeable or exercisable for long common stock (including any option on common stock), the common stock of the Company and any security convertible into or short accountexchangeable or exercisable for common stock including any option on such common stock (referred to as “Equivalent Securities”), at such prices as and (iii) any other securities that you may determine, and, designate in the Terms Communication. In arranging for sales to Selected Dealers or othersof Securities, to you may also over-allotallot and cover such over-allotment on such terms as you deem advisable. You At no time (except for over-allotments which may liquidate any long position or cover any short position incurred be covered by an over-allotment option and except as a result of a default by an Underwriter) shall our net commitment pursuant to this Section as such prices as you may determineexceed 20% of our Initial Commitment. You All transactions pursuant to this Section shall make such purchases and sales (including over-allotments) be made for the respective accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligationsInitial Commitments. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, Any securities purchased by you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when our Final Acceptance will also be subject to this Section. On demand, we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased will (x) pay for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or purchased, deliver any securities of any guarantor of the Securities so sold or over-allotted for our accountallotted, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share Section and (y) advise you of the obligations Securities retained by us and unsold and will sell to you for the account of one or more of the Underwriters such defaulting Underwriter of our unsold Securities at such price, not less than the net price to selected dealers nor more than the public offering price, as you determine. You will notify us promptly of any transaction which in your judgment may be a “stabilizing purchase” within the proportion that its underwriting obligation bears to meaning of the underwriting obligations applicable rules of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly the Commission and will also notify us of the date and time of the first stabilizing purchase and the date and time when any such stabilizing was terminated. You shall prepare If stabilization is effected we will provide you not later than the fifth full business day following the termination of stabilization, with such information and maintain such records reports as are required in relation to be maintained by you as manager such stabilization pursuant to Rule 17a-2 the rules and regulations of the Commission under the 1934 Exchange Act.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities securities. of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters Underwriters, pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may any be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to To facilitate the sale distribution of the Securities, we you authorize youus during the term of this Agreement, or for such longer period as may be necessary in your our discretion, to purchase make purchases and sell Securities or any other securities of the Issuer or any guarantor sales of the Securities specified in the Invitation for your account in the open market or otherwise, for long or short account, at on such prices terms as you may determine, we deem advisable and, in arranging for sales to Selected Dealers or otherssales, to over-allot. You may liquidate any long position or also authorize us to cover any short position incurred pursuant to this Section on such terms as such prices as we deem advisable. Included in the authority granted to us by you may determineis the authority to exercise the over-allotment option for you to purchase the Optional Securities granted by Section 3 of the Underwriting Agreement. You shall make All such purchases and sales (including over-allotments) shall be made for the accounts of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood thatYour net commitment under this Section shall not, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of at the Issuer or securities end of any guarantor business day, exceed 15% of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our your maximum underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We You will on our demand take up at cost on demand or deliver against payment any Securities purchased or sold for your account and, if any such other securities Underwriter defaults in its corresponding obligation, you will assume your proportionate share of such obligation without relieving the Issuer defaulting Underwriter from liability. You will be obligated in respect to purchases and sales made for your account hereunder whether or any securities of any guarantor not the proposed purchase of the Securities so sold is consummated. Upon request you will advise us of Securities retained by you and unsold and will sell to us for the account of one or over-allotted for our accountmore of the Underwriters such of your unsold Securities as we may designate, including accrued interestat the public offering price thereof less such amount as we may determine, amortization but not in excess of original issue discount the Selected Dealer's concession with respect thereto. Until the termination of this Agreement pursuant to Section 11 hereof, or dividendsprior notification by us, and we shall have the sole right to effect stabilizing transactions in the Securities. You agree that until such time you will pay to you on demand the amount not make any purchases or sales of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter securities except as provided in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminatedSection 9 hereof. You shall prepare and maintain such records as are also agree to timely provide us with the information required to be maintained by you as manager pursuant to Rule 17a-2 17a-2(d) under the Securities Exchange Act of 1934, as amended (the "1934 Act").

Stabilization and Over-Allotment. In order to To facilitate the sale distribution of the SecuritiesUnits, we you authorize youus during the term of this Agreement, or for such longer period as may be necessary, in your our discretion, and without obligating us to purchase do so, to make purchases and sell Securities or any other securities sales of the Issuer or any guarantor of the Securities specified in the Invitation Units for your account in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, we deem advisable and, in arranging for sales to Selected Dealers or otherssales, to over-allot. You may liquidate any long position or also authorize us to cover any short position incurred pursuant to this Section by purchase of any or all of the Optional Units from the Company pursuant to the option contained in the Underwriting Agreement or otherwise on such terms as such prices as you may determinewe deem advisable. You shall make All such purchases and sales (including and over-allotments) allotments shall be made for the accounts of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business You will on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will demand take up at cost on demand or deliver against payment any Securities Units so purchased or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our your account. You will be obligated in respect of purchases and sales made for your account hereunder whether or not the proposed purchase of the Units is consummated. Your net commitment shall not, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand at the amount end of any losses or expenses incurred for our account pursuant to this Sectionbusiness day, exceed 15% of your maximum underwriting obligation. In Notwithstanding the foregoing limitations, in the event of default by any Underwriter one or more Underwriters in respect of its their obligations under this Section, each non-you will assume your proportionate Unit of such obligation without relieving the defaulting Underwriter shall assume its share of from liability. In the obligations of such defaulting Underwriter in the proportion event that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you we effect any stabilizing purchase purchases pursuant to this Section, you shall we will notify each Underwriter promptly of the date and time when the first stabilizing purchase is effected and the date and time when stabilizing is terminated. Each Underwriter agrees that if it effects any stabilizing purchases, it will, not later than three business days following the day on which any such stabilization purchase is effected, notify us of the price, date and time at which such stabilizing purchase was effected and will promptly notify us of the date and time when stabilizing was terminated by such Underwriter. Each Underwriter authorizes us to file with the Commission all notices and reports which may be required as a result of any transactions made pursuant to this Section. Upon request you will advise us of Units retained by you or purchased by you from other Underwriters and Selected Dealers and remaining unsold and will sell to us for the account of one or more of the Underwriters such of your unsold Units as we may designate, at the public offering price thereof less such amount as we may determine, but not in excess of the Selected Dealer's Concession with respect thereto. If, pursuant to the provisions of the first stabilizing paragraph of this Section and prior to the termination of this Agreement (or such earlier date as we may have determined on notice to the Underwriters), we purchase or contract to purchase any Units which were retained by or released to you for direct sale, which Units were theretofore not effectively placed for investment by you, you authorize us in our discretion either to charge you account with an amount equal to the Selected Dealer's Concession with respect thereto or to require you to repurchase such Units at a price equal to the total cost of such purchase, including commissions, if any, and transfer tax on the date redelivery. Units delivered on such repurchase need not be the identical Units originally purchased by and time when stabilizing was terminateddelivered to you. You shall prepare and maintain such records as Upon the termination of this Agreement, we are required authorized in our discretion, in lieu of delivering to be maintained by you as manager the several Underwriters any Units then held for their respective accounts pursuant to Rule 17a-2 under this Section, to sell such Units for the 1934 Actaccounts of each of the Underwriters at such price or prices as we may determine and debit or credit your account for the loss or profit resulting from such sale.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted alloted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter Underwriter, shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to To facilitate the sale distribution of the Securities, we you authorize youus during the term of this Agreement, or for such longer period as may be necessary in your our discretion, to purchase make purchases and sell Securities or any other securities of the Issuer or any guarantor sales of the Securities specified in the Invitation for your account in the open market or otherwise, for long or short account, at on such prices terms as you may determine, we deem advisable and, in arranging for sales to Selected Dealers or otherssales, to over-allot. You may liquidate any long position or also authorize us to cover any short position incurred pursuant to this Section on such terms as such prices we deem advisable. Included in the authority granted to us by you is the authority to exercise the over-allotment option to purchase the Optional Securities granted by Section 3 of the Underwriting Agreement for our individual account and not as you may determineRepresentative. You shall make All such purchases and sales (including over-allotmentsexcept for purchases and sales of the Optional Securities) shall be made for the accounts of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood thatYour net commitment under this Section shall not, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of at the Issuer or securities end of any guarantor business day, exceed 15% of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our your maximum underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We You will on our demand take up at cost on demand or deliver against payment any Securities purchased or sold for your account and, if any such other securities Underwriter defaults in its corresponding obligation, you will assume your proportionate share of such obligation without relieving the Issuer defaulting Underwriter from liability. You will be obligated in respect to purchases and sales made for your account hereunder whether or any securities of any guarantor not the proposed purchase of the Securities so sold is consummated. Upon request you will advise us of Securities retained by you and unsold and will sell to us for the account of one or over-allotted for our accountmore of the Underwriters such of your unsold Securities as we may designate, including accrued interestat the public offering price thereof less such amount as we may determine, amortization but not in excess of original issue discount the Selected Dealer's concession with respect thereto. Until the termination of this Agreement pursuant to Section 11 hereof, or dividendsprior notification by us, and we shall have the sole right to effect stabilizing transactions in the Securities. You agree that until such time you will pay to you on demand the amount not make any purchases or sales of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter securities except as provided in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminatedSection 9 hereof. You shall prepare and maintain such records as are also agree to timely provide us with the information required to be maintained by you as manager pursuant to Rule 17a-2 17a-2(d) under the Securities Exchange Act of 1934, as amended (the "1934 Act").

Stabilization and Over-Allotment. In order to facilitate the sale distribution of the Securities, we authorize you, in your discretion, to purchase and sell Securities, any securities into which the Securities are convertible or for which the securities are exchangeable, and any other securities of the Issuer or any guarantor of the Securities specified in the Invitation Invitation, in the open market or otherwise, for long or short account, at such prices as you may determine, and, in the arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of any such securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriterbecame one of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 2015% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or any such other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividendsdividend, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.losses

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our or net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we We authorize you, in your discretion, to purchase make purchases and sell Securities or sales of Securities, any other securities of the Issuer Company, or any guarantor of the Securities (as specified in the Invitation Invitation), of the same class and series and any other securities of the Company or any guarantor of the Securities which you may designate in the open market or otherwise, for long or short account, at on such prices terms as you may determinedeem advisable, and, in arranging for sales to Selected Dealers or others, and to over-allotallot in arranging sales. You The existence of this provision is no assurance that the price of the Securities will be stabilized or that stabilizing, if commenced, may liquidate not be discontinued at any long position or cover any short position incurred pursuant to this Section as such prices as you may determinetime. You shall make such Such purchases and sales (including and over-allotments) allotments will be made for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligationsUnderwriting Obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, that you may have made purchases of securities of the Issuer Company or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriterone of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business We authorize you, in your discretion, to cover any short position incurred pursuant to this Section by purchasing securities on any day such terms as you deem advisable. Except as provided in this Section 8, at no time will our net commitmentcommitment under the foregoing provisions of this Section 8 exceed twenty percent (20%) of our Underwriting Obligation, either excluding Securities which may be purchased upon exercise of an over-allotment option. In the case of our net commitment for long or short account, resulting from such purchases or sales (including our net commitment will be computed assuming that all Securities which may be purchased upon exercise of an over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwritersallotment option are acquired. We will on demand take up at cost on demand any Securities or other securities of the Issuer or so purchased and deliver any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interestand, amortization of original issue discount or dividendsif any other Underwriter defaults in its corresponding obligation and the Underwriting Agreement is not terminated in accordance with its terms pursuant to such default, and we will pay assume our proportionate share of such obligation without relieving the defaulting Underwriter from liability. Upon request, we will advise you of the Securities retained by us and unsold and will sell to you on demand for the amount account of any losses one or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share more of the obligations Underwriters such of our unsold Securities and at such defaulting Underwriter in price, not less than the proportion that its underwriting obligation bears net price to Selected Dealers nor more than the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunderpublic offering price, as you determine. If you effect any stabilizing purchase pursuant to this SectionSection 8, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Exchange Act. Notwithstanding the foregoing provisions of this Section 8, you may not make such purchases and sales and over-allotments for our account if we have prior thereto advised you in writing that we are (i) a U.S. bank (other than a U.S. bank which is empowered to underwrite and deal in securities of the type being offered), (ii) a bank holding company (as defined in the United States Bank Holding Company Act of 1956 (the "BHC Act")), (iii) a foreign bank (as defined in Section 1(b)(7) of the United States International Banking Act of 1978 ("IBA")) that operates a branch, agency or company organized under Article XII of the New York State Banking Law in the United States or a company of which such a foreign bank is a subsidiary, or (iv) a company (other than a company which has received approval under Section 4(c)(8) of the BHC Act to engage in underwriting and dealing in securities of the type being offered) more than five percent (5%) of any class of voting shares of which are owned or controlled, directly or indirectly, by an entity covered in (ii) or (iii) above.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we We authorize you, in your discretion, to purchase make purchases and sell Securities or sales of the Securities, any other securities of the Issuer or any guarantor Company of the same class and series, any securities of the Company into which the Securities specified in are convertible or exchangeable and any other securities of the Invitation Company which you may designate, in the open market or otherwise, for long or short account, at on such terms and for such prices as you may determinedeem advisable, and, in arranging for sales to Selected Dealers or others, and to over-allotallot in arranging sales. You may liquidate any long position or cover any short position incurred pursuant to this Section as such prices as you may determine. You shall make such Such purchases and sales (including and over-allotments) allotments will be made for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, that you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities Company for stabilizing purposes prior to the time when we become an Underwriterone of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. We authorize you, in your discretion, to cover any short position or liquidate any long position incurred pursuant to this Section 9 by purchasing or selling Securities on such terms and at such times and prices during the term of this Agreement or after its termination as you deem advisable. At no time will the close amount of business on any day our net commitment, commitment either for long or short account, resulting from such purchases or sales (including over-allotments) shall not account under this Section 9 exceed 2015% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with . Soley for the approval of a majority in interest purposes of the Underwritersimmediately preceding sentence, our "underwriting obligation" shall be deemed to exclude any Securities which we are obligated to purchase solely by virtue of the exercise of an over-allotment option. We will on demand take up and pay at cost on demand Securities so purchased and deliver any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted overalloted for our account, including accrued interestand, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by if any Underwriter defaults in respect of its obligations under this Sectionany such obligation, each non-defaulting Underwriter shall will assume its proportionate share of such obligation without relieving the obligations of such defaulting Underwriter from liability. The provisions of this Section 9 do not constitute an assurance that the price of the Securities will be stabilized or that stabilization, if commenced, may not be discontinued at any time. Upon request, we will advise you of the Securities retained by us and unsold and will sell to you for the account of one or more of the Underwriters such of the unsold Securities retained by us and at such price, not less than the applicable net price to Selected Dealers nor more than the public offering price, as you may determine. We and each other Underwriter authorize you, as our Representative, to file with the Securities and Exchange Commssion (the "Commission") any notices and reports which may be required as a result of any transactions made by you for the accounts of the Underwriters pursuant to this Section 9. We understand that, in the proportion event that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase stabilization pursuant to this Section, you shall promptly will notify us promptly of the date and time of when the first stabilizing purchase is effected and the date and time when stabilizing was terminated. You shall prepare We agree that stabilizing by us may be effected only with your consent, and maintain we will furnish you with such records information and reports relating to such stabilization as are required to be maintained by you as manager pursuant to Rule 17a-2 the rules and regulations of the Commission under the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act").

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or 5 short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted alloted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate We authorize you on our behalf and for our account, during the sale term of the Securities, we authorize youthis Agreement, in your discretion, and without obligating you to purchase do so, to buy and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwiseotherwise for either long or short account, on such terms and at such prices as you may determine and, in arranging for sales, to over-allot and cover such over-allotments, provided that at no time shall the net commitment of any Underwriter under authority of this Section, either for long or short account, at exceed an amount equivalent to 15% of the maximum number of Securities to be purchased by such prices as Underwriter under the Underwriting Agreement. During or after the term of this Agreement you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred under the preceding sentence by purchase of Option Securities from the Company pursuant to the option contained in Section 2 of the Underwriting Agreement or otherwise. All purchases, sales and over-allotments under authority of this Section as such prices as you may determine. You shall make such purchases and sales (including over-allotments) be for the accounts of each of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the UnderwritersUnderwriting Obligations. We will agree to take up at cost on demand any Securities or other securities of the Issuer or so purchased for our account and to deliver on demand any securities of any guarantor of the Securities so sold or over-allotted for our account. We also authorize you to deliver our Securities pursuant to this Section 9, including accrued interest, amortization of original issue discount or dividends, and we will pay to against sales made by you on demand the amount of any losses or expenses incurred for our account pursuant to any provisions of this SectionAgreement. In Notwithstanding the foregoing limitations, in the event of default by any Underwriter one or more Underwriters in respect of its their obligations under this Sectionparagraph, each non-defaulting nondefaulting Underwriter shall assume its proportionate share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If In the event that you effect any stabilizing purchase purchases pursuant to this SectionSection 9, you shall will notify each Underwriter promptly notify us of the date and time of when the first stabilizing purchase is effected and the date and time when stabilizing was is terminated. You shall prepare Each Underwriter agrees that if it effects any stabilizing purchases, it will, not later than three business days following the day on which any such stabilizing purchase is effected, notify you of the price, date and maintain time at which such records stabilizing purchase was effected and will promptly notify you of the date and time when stabilizing was terminated by such Underwriter. Each Underwriter authorizes you to file with the Securities and Exchange Commission (the "Commission") all notices and reports which may be required as are required to be maintained by you as manager a result of any transactions made pursuant to Rule 17a-2 under this Section 9. We agree to advise you, from time to time upon your request during the 1934 Actterm of this Agreement, of the number of Securities retained by us or purchased by us from other Underwriters and Selected Dealers remaining unsold, and will, upon your request, release to you for the accounts of one or more of the several Underwriters, such number of Securities as you may designate at such price, not less than the net price to Selected Dealers nor more than the Initial Public Offering Price, as you may determine. If, pursuant to the provisions of the first paragraph of this Section 9 and prior to the termination of this Agreement (or such earlier date as you may have determined on notice to the Underwriters) you purchase or contract to purchase any Securities which were retained by or released to us for direct sale, which shares were theretofore not effectively placed for investment by us, we authorize you in your discretion either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto or to require us to repurchase such Upon the termination of this Agreement, you are authorized in your discretion, in lieu of delivering to the several Underwriters any Securities then held for their respective accounts pursuant to this Section 9, to sell such shares for the accounts of each of the Underwriters at such price or prices as you may determine and debit or credit our account for the loss or profit resulting from such sale.

Stabilization and Over-Allotment. In order to facilitate We authorize you on our behalf and for our account, during the sale term of the Securities, we authorize youthis Agreement, in your discretion, and without obligating you to purchase do so, to buy and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwiseotherwise for either long or short account, on such terms and at such prices as you may determine and, in arranging for sales, to over-allot and cover such over-allotments, provided that at no time shall the net commitment of any Underwriter under authority of this Section, either for long or short account, at exceed an amount equivalent to 15% of the maximum number of Securities to be purchased by such prices as Underwriter under the Underwriting Agreement. During or after the term of this Agreement you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred under the preceding sentence by purchase of Option Securities from the Company pursuant to the option contained in Section 2 of the Underwriting Agreement or otherwise. All purchases, sales and over-allotments under authority of this Section as such prices as you may determine. You shall make such purchases and sales (including over-allotments) be for the accounts of each of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the UnderwritersUnderwriting Obligations. We will agree to take up at cost on demand any Securities or other securities of the Issuer or so purchased for our account and to deliver on demand any securities of any guarantor of the Securities so sold or over-allotted for our account. We also authorize you to deliver our Securities pursuant to this Section 9, including accrued interest, amortization of original issue discount or dividends, and we will pay to against sales made by you on demand the amount of any losses or expenses incurred for our account pursuant to any provisions of this SectionAgreement. In Notwithstanding the foregoing limitations, in the event of default by any Underwriter one or more Underwriters in respect of its their obligations under this Sectionparagraph, each non-defaulting Underwriter shall assume its proportionate share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If In the event that you effect any stabilizing purchase purchases pursuant to this SectionSection 9, you shall will notify each Underwriter promptly notify us of the date and time of when the first stabilizing purchase is effected and the date and time when stabilizing was is terminated. You shall prepare Each Underwriter agrees that if it effects any stabilizing purchases, it will, not later than three business days following the day on which any such stabilizing purchase is effected, notify you of the price, date and maintain time at which such records stabilizing purchase was effected and will promptly notify you of the date and time when stabilizing was terminated by such Underwriter. Each Underwriter authorizes you to file with the Securities and Exchange Commission (the "Commission") all notices and reports which may be required as are required to be maintained by you as manager a result of any transactions made pursuant to Rule 17a-2 under this Section 9. We agree to advise you, from time to time upon your request during the 1934 Actterm of this Agreement, of the number of Securities retained by us or purchased by us from other Underwriters and Selected Dealers remaining unsold, and will, upon your request, release to you for the accounts of one or more of the several Underwriters, such number of Securities as you may designate at such price, not less than the net price to selected Dealers nor more than the Initial Public Offering Price, as you may determine. If, pursuant to the provisions of the first paragraph of this Section 9 and prior to the termination of this Agreement (or such earlier date as you may leave determined on notice to the Underwriters) you purchase or contract to purchase any Securities which were retained by or released to us for direct sale, which shares were theretofore not effectively placed for investment by us, we authorize you in your discretion either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto or to require us to repurchase such shares at a price equal to the total cost of such purchase, including commissions, if any, and transfer tax on the redelivery. Securities delivered on such repurchase need not be the identical shares originally purchased by and delivered to us. Upon the termination of this Agreement, you are authorized in your discretion, in lieu of delivering to the several Underwriters any Securities then held for their respective accounts pursuant to this Section 9, to sell such shares for the accounts of each of the Underwriters at such price or prices as you may determine and debit or credit our account for the loss or profit resulting from such sale.

Stabilization and Over-Allotment. In order to To facilitate the sale distribution of the SecuritiesUnits, we you authorize youus during the term of this Agreement, or for such longer period as may be necessary, in your our discretion, and without obligating us to purchase do so, to make purchases and sell Securities or any other securities sales of the Issuer or any guarantor of the Securities specified in the Invitation Units for your account in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, we deem advisable and, in arranging for sales to Selected Dealers or otherssales, to over-allot. You may liquidate any long position or also authorize us to cover any short position incurred pursuant to this Section by purchase of any or all of the Optional Units from the Company pursuant to the option contained in the Underwriting Agreement or otherwise on such terms as such prices as you may determinewe deem advisable. You shall make All such purchases and sales (including and over-allotments) allotments shall be made for the accounts of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business You will on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will demand take up at cost on demand or deliver against payment any Securities Units so purchased or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our your account. You will be obligated in respect of purchases and sales made for your account hereunder whether or not the proposed purchase of the Units is consummated. Your net commitment shall not, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand at the amount end of any losses or expenses incurred for our account pursuant to this Sectionbusiness day, exceed 15% of your maximum underwriting obligation. In Notwithstanding the foregoing limitations, in the event of default by any Underwriter one or more Underwriters in respect of its their obligations under this Section, each non-you will assume your proportionate Unit of such obligation without relieving the defaulting Underwriter shall assume its share of from liability. In the obligations of such defaulting Underwriter in the proportion event that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you we effect any stabilizing purchase purchases pursuant to this Section, you shall we will notify each Underwriter promptly of the date and time when the first stabilizing purchase is effected and the date and time when stabilizing is terminated. Each Underwriter agrees that if it effects any stabilizing purchases, it will, not later than three business days following the day on which any such stabilization purchase is effected, notify us of the price, date and time at which such stabilizing purchase was effected and will promptly notify us of the date and time when stabilizing was terminated by such Underwriter. Each Underwriter authorizes us to file with the Commission all notices and reports which may be required as a result of any transactions made pursuant to this Section. Upon request you will advise us of Units retained by you or purchased by you from other Underwriters and Selected Dealers and remaining unsold and will sell to us for the account of one or more of the Underwriters such of your unsold Units as we may designate, at the public offering price thereof less such amount as we may determine, but not in excess of the Selected Dealer's Concession with respect thereto. If, pursuant to the provisions of the first stabilizing paragraph of this Section and prior to the termination of this Agreement (or such earlier date as we may have determined on notice to the Underwriters), we purchase or contract to purchase any Units which were retained by or released to you for direct sale, which Units were theretofore not effectively placed for investment by you, you authorize us in our discretion either to charge your account with an amount equal to the Selected Dealer's Concession with respect thereto or to require you to repurchase such Units at a price equal to the total cost of such purchase, including commissions, if any, and transfer tax on the date redelivery. Units delivered on such repurchase need not be the identical Units originally purchased by and time when stabilizing was terminateddelivered to you. You shall prepare and maintain such records as Upon the termination of this Agreement, we are required authorized in our discretion, in lieu of delivering to be maintained by you as manager the several Underwriters any Units then held for their respective accounts pursuant to Rule 17a-2 under this Section, to sell such Units for the 1934 Actaccounts of each of the Underwriters at such price or prices as we may determine and debit or credit your account for the loss or profit resulting from such sale.

Stabilization and Over-Allotment. In order to To facilitate the sale distribution of the Securities, we you authorize youus during the term of this Agreement, or for such longer period as may be necessary in your our discretion, to purchase make purchases and sell Securities or any other securities of the Issuer or any guarantor sales of the Securities specified in the Invitation for your account in the open market or otherwise, for long or short account, at on such prices terms as you may determine, we deem advisable and, in arranging for sales to Selected Dealers or otherssales, to over-allot. You may liquidate any long position or also authorize us to cover any short position incurred pursuant to this Section on such terms as we deem advisable. Included in the authority granted to us by you is the authority to exercise the over-allotment option to purchase the Optional Securities granted by Section 3 of the Underwriting Agreement. Except with respect to the exercise of such prices as you may determine. You shall make over-allotment option, all such purchases and sales (including over-allotmentsother than purchases and sales of the Optional Securities) shall be made for the accounts of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood thatYour net commitment under this Section shall not, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of at the Issuer or securities end of any guarantor business day, exceed 15% of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our your maximum underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We You will on our demand take up at cost on demand or deliver against payment any Securities purchased or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our accountyour account and, including accrued interestif any such other Underwriter defaults in its corresponding obligation, amortization you will assume your proportionate share of original issue discount such obligation without relieving the defaulting Underwriter from liability. You will be obligated in respect to purchases and sales made for your account hereunder whether or dividendsnot the proposed purchase of the Securities is consummated. Upon request you will advise us of Securities retained by you and unsold and will sell to us for the account of one or more of the Underwriters such of your unsold Securities as we may designate, and at the public offering price thereof less such amount as we may determine, but not in excess of the Selected Dealer's concession with respect thereto. Until the termination of this Agreement pursuant to Section 11 hereof, or prior notification by us, we shall have the sole right to effect stabilizing transactions in the Securities. You agree that until such time you will pay to you on demand the amount not make any purchases or sales of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter securities except as provided in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminatedSection 9 hereof. You shall prepare and maintain such records as are also agree to timely provide us with the information required to be maintained by you as manager pursuant to Rule 17a-2 17a-2(d) under the Securities Exchange Act of 1934, as amended (the "1934 Act").

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we We authorize you, in your discretion, to purchase make purchases and sell Securities or sales of Securities, any other securities of the Issuer or any guarantor Company of the Securities specified in same class and series and any other securities of the Invitation Company which you may designate in the open market or otherwise, for long or short account, at on such prices terms as you may determinedeem advisable, and, in arranging for sales to Selected Dealers or otherssales, to over-allot. You may liquidate any long position or allot and cover any short position incurred pursuant to this Section as such prices as you may determineover-allotment, at your discretion, by purchasing Securities, exercising the over-allotment option, if any, indicated in the Written Communication, or both. You shall make such Such purchases and sales (including and over-allotments) allotments will be made for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, that you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities Company for stabilizing purposes prior to the time when we become an Underwriterone of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. We authorize you, in your discretion, to cover any short position incurred pursuant to this Section by purchasing securities on such terms as you deem advisable. At the close of business on any day no time will our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not commitment under the foregoing provisions of this Section exceed 2015% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest . Solely for purposes of the Underwritersimmediately preceding sentence, our "underwriting obligation" shall be deemed to exclude any Securities which we are obligated to purchase solely by virtue of the exercise of an over-allotment option. We will on demand take up at cost on demand any Securities or other securities of the Issuer or any securities of so purchased and deliver any guarantor of the Securities securities so sold or over-allotted for our account, including accrued interestand, amortization of original issue discount or dividendsif any other Underwriter defaults in its corresponding obligation, and we will pay assume our proportionate share of such obligation without relieving the defaulting Underwriter from liability. Upon request, we will advise you of the Securities retained by us and unsold and will sell to you on demand for the amount account of any losses one or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share more of the obligations Underwriters such of our unsold Securities and at such defaulting Underwriter in price, not less than the proportion that its underwriting obligation bears net price to Selected Dealers nor more than the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If public offering price, as you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Actdetermine.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any nay such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase purchases and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize youyou on our behalf and for our account, during the term of this Agreement, in your discretion, and without obligating you to purchase do so, to buy and sell Securities or and any other securities of the Issuer or any guarantor of the Securities specified in the Invitation Company in the open market or otherwise, otherwise for either long or short account, on such terms and at such prices as you may determine, determine and, in arranging for sales to Selected Dealers or and others, to over-allotallot and cover such over-allotments, provided that at no time shall the net commitment of any Underwriter under authority of this Section 5, either for long or short account, exceed an amount equivalent to 15% of the maximum number of Securities to be purchased by such Underwriter under the Underwriting Agreement. You During or after the term of this Agreement you may liquidate any long position or cover any short position incurred under the preceding sentence by purchase of Option Securities under the terms of the Underwriting Agreement, pursuant to the option contained in Section 3 of the Underwriting Agreement or otherwise. All purchases, sales and over-allotments under authority of this Section as such prices as you may determine. You shall make such purchases and sales (including over-allotments) be for the accounts of each of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the UnderwritersUnderwriting Obligations. We will agree to take up at cost on demand any Securities or other securities of the Issuer or so purchased for our account and to deliver on demand any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, . We also authorize you to deliver our Securities and we will pay to any other Securities purchased by you on demand the amount of any losses or expenses incurred for our account pursuant to this SectionSection 5, against sales made by you for our account pursuant to any provisions of this Agreement. In Notwithstanding the foregoing limitations, in the event of default by any Underwriter one or more Underwriters in respect of its their obligations under this Section, each non-defaulting Underwriter shall assume its proportionate share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If In the event that you effect any stabilizing purchase purchases pursuant to this SectionSection 5, you shall will notify each Underwriter promptly notify us of the date and time of when the first stabilizing purchase is effected and the date and time when stabilizing was is terminated. You shall prepare Each Underwriter agrees that if it effects any stabilizing purchases, it will, not later than three business days following the day on which any such stabilizing purchase is effected, notify you of the price, date and maintain time at which any such stabilizing purchase was effected and will promptly notify you of the date and time when stabilizing was terminated by such Underwriter. Each Underwriter authorizes you to file with the Securities and Exchange Commission (the "Commission") all notices, records and reports which may be required as are required to be maintained by you as manager a result of any transactions made pursuant to Rule 17a-2 under this Section 5. We agree to advise you, from time to time upon your request during the 1934 Actterm of this Agreement, of the number of Securities retained by us or purchased by us from other Underwriters and Selected Dealers remaining unsold, and will, upon your request, release to you for the accounts of one or more of the several Underwriters, such number of Securities as you may designate at such price, not less than the net price to Selected Dealers nor more than the Initial Public Offering Price, as you may determine. If, pursuant to the provisions of the first paragraph of this Section 5 and prior to the termination of this Agreement (or such earlier date as you may have determined on notice to the Underwriters), you purchase or contract to purchase any Securities which were retained by or released to us for direct sale, which Securities were theretofore not effectively placed for investment by us, we authorize you in your discretion either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including commissions, if any, and transfer tax on the redelivery. Securities delivered on such repurchase need not be the identical Securities originally purchased by and delivered to us. Upon the termination of this Agreement, you are authorized in your discretion, in lieu of delivering to the several Underwriters any Securities then held for their respective accounts pursuant to this Section 5, to sell such Securities for the accounts of each of the Underwriters at such price or prices as you may determine and debit or credit our account for the loss or profit resulting from such sale.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, that you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. authorization At the close of business on any day our day, the net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this SectionSection 7, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to -------------------------------- facilitate the sale of the Securities, we authorize youyou on our behalf and for our account, during the term of this Agreement, in your discretion, and without obligating you to purchase do so, to buy and sell Securities or and any other securities of the Issuer or any guarantor of the Securities specified in the Invitation Company in the open market or otherwise, otherwise for either long or short account, on such terms and at such prices as you may determine, determine and, in arranging for sales to Selected Dealers or and others, to over-allotallot and cover such over-allotments, provided that at no time shall the net commitment of any Underwriter under authority of this Section 5, either for long or short account, exceed an amount ------- equivalent to 15% of the maximum number of Securities to be purchased by such Underwriter under the Underwriting Agreement. You During or after the term of this Agreement you may liquidate any long position or cover any short position incurred under the preceding sentence by purchase of Option Securities from the Company, pursuant to the option contained in Section 3 the Underwriting Agreement or otherwise. ------- All purchases, sales and over-allotments under authority of this Section as such prices as you may determine. You shall make such purchases and sales (including over-allotments) be for the accounts of each of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the UnderwritersUnderwriting Obligations. We will agree to take up at cost on demand any Securities or other securities of the Issuer or so purchased for our account and to deliver on demand any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, . We also authorize you to deliver our Securities and we will pay to any other Securities purchased by you on demand the amount of any losses or expenses incurred for our account pursuant to this SectionSection 5, against sales made by you for our account ------- pursuant to any provisions of this Agreement. In Notwithstanding the foregoing limitations, in the event of default by any Underwriter one or more Underwriters in respect of its their obligations under this Section, ------- each non-defaulting Underwriter shall assume its proportionate share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If In the event that you effect any stabilizing purchase purchases pursuant to this SectionSection 5, you shall will notify each Underwriter ------- promptly notify us of the date and time of when the first stabilizing purchase is effected and the date and time when stabilizing was is terminated. You shall prepare Each Underwriter agrees that if it effects any stabilizing purchases, it will, not later than three business days following the day on which any such stabilizing purchase is effected, notify you of the price, date and maintain time at which any such stabilizing purchase was effected and will promptly notify you of the date and time when stabilizing was terminated by such Underwriter. Each Underwriter authorizes you to file the Securities and Exchange Commission (the "Commission") all notices, records and reports which may be required as are required to be maintained by you as manager a result of any transactions made pursuant to Rule 17a-2 under this Section 5. ------- We agree to advise you, from time to time upon your request during the 1934 Actterm of this Agreement, of the number of Securities retained by us or purchased by us from other Underwriters and Selected Dealers remaining unsold, and will, upon your request, release to you for the accounts of one or more of the several Underwriters, such number of Securities as you may designate at such price, not less than the net price to Selected Dealers nor more than the Initial Public Offering Price, as you may determine. If, pursuant to the provisions of the first paragraph of this Section 5 and prior to the termination of this Agreement (or ------- such earlier date as you may have determined on notice to the Underwriters), you purchase or contract to purchase any Securities which were retained by or released to us for direct sale, which Securities were theretofore not effectively placed for investment by us, we authorize you in your discretion either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto or to require us to repurchase such Securities at a price equal to the total cost of such purchase, including commissions, if any, and transfer tax on the redelivery. Securities delivered on such repurchase need not be the identical Securities originally purchased by and delivered to us. Upon the termination of this Agreement, you are authorized in your discretion, in lieu of delivering to the several Underwriters any Securities then held for their respective accounts pursuant to this Section 5, to sell such Securities for ------- the accounts of each of the Underwriters at such price or prices as you may determine and debit or credit our account for the loss or profit resulting from such sale.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted alloted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of 8 8 its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we We authorize you, in your discretion, to purchase make purchases and sell Securities or sales of the Securities, any other securities of the Issuer or any guarantor Company of the same class and series, any securities of the Company into which.-' the Securities specified in are convertible or exchangeable and any other securities of the Invitation Company which you may designate, in the open market or otherwise, for long or short account, at on such terms and for such prices as you may determinedeem advisable, and, in arranging for sales to Selected Dealers or others, and to over-allotallot in arranging sales. You may liquidate any long position or cover any short position incurred pursuant to this Section as such prices as you may determine. You shall make such Such purchases and sales (including and over-allotments) allotments will be made for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, that you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities Company for stabilizing purposes prior to the time when we become an Underwriterone of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. We authorize you, in your discretion, to cover any short position or liquidate any long position incurred pursuant to this Section 9 by purchasing or selling Securities on such terms and at such times and prices during the term of this Agreement or after its termination as you deem advisable. At no time will the close amount of business on any day our net commitment, commitment either for long or short account, resulting from such purchases or sales (including over-allotments) shall not account under this Section 9 exceed 2015% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with . Solely for the approval of a majority in interest purposes of the Underwritersimmediately preceding sentence, our "underwriting obligation" shall be deemed to exclude any Securities which we are obligated to purchase solely by virtue of the exercise of an over-allotment option. We will on demand take up and pay at cost on demand Securities so purchased and deliver any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted overallotted for our account, including accrued interestand, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by if any Underwriter defaults in respect of its obligations under this Sectionany such obligation, each non-defaulting Underwriter shall will assume its proportionate share of such obligation without relieving the obligations of such defaulting Underwriter from liability. The provisions of this Section 9 do not constitute an assurance that the price of the Securities will be stabilized or that stabilization, if commenced, may not be discontinued at any time. Upon request, we will advise you of the Securities retained by us and unsold and will sell to you for the account of one or more of the Underwriters such of the unsold Securities retained by us and at such price, not less than the applicable net price to Selected Dealers nor more than the public offering price, as you may determine. We and each other Underwriter authorize you, as our Representative, to file with the Securities and Exchange Commission (the "Commission") any notices and reports which may be required as a result of any transactions made by you for the accounts of the Underwriters pursuant to this Section 9. We understand that, in the proportion event that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase stabilization pursuant to this Section, you shall promptly will notify us promptly of the date and time of when the first stabilizing purchase is effected and the date and time when stabilizing was stabilization terminated. You shall prepare We agree that by us may be effected only with your consent, and maintain we will furnish you with such records information and reports relating to such stabilization as are required to be maintained by you as manager pursuant to Rule 17a-2 the rules and regulations of the Commission under the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act").

Stabilization and Over-Allotment. In order You authorize the Representatives on your behalf and for your account, prior to facilitate the sale of the time that this Agreement shall cease to be applicable to an Offering, in their discretion, and without obligating them to do so, to buy and sell Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer issuer or any guarantor of the Securities specified named in the Invitation or the Final Communication, in the open market or otherwiseotherwise for either long or short account, on such terms and at such prices as they may determine and, in arranging for sales, to over-allot and cover such over-allotments, provided that at no time shall your net commitment under authority of this Section, either for long or short account, at such prices as exceed an amount equivalent to 20% of the aggregate initial offering price of your Securities to be purchased by you under the Underwriting Agreement. The Representatives may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred under the preceding sentence by purchase of Additional Securities pursuant to the option which may be contained in the Underwriting Agreement or otherwise. All purchases, sales and over-allotments under authority of this Section as such prices as you may determine. You 12 shall make such purchases and sales (including over-allotments) be for the accounts of each of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligationsInitial Commitments. It is understood that, in connection with any particular offering of Securities You agree to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or so purchased for your account and to deliver on demand any securities of any guarantor of the Securities so sold or over-allotted for our your account, including accrued interest, amortization of original issue discount or dividends. You also authorize the Representatives to deliver your Securities, and we will pay to you on demand the amount of any losses or expenses incurred other Securities purchased by them for our your account pursuant to this SectionSection 12, against sales made by the Representatives for your account pursuant to any provision of this Agreement. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of that the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you Representatives effect any stabilizing purchase purchases pursuant to this SectionSection 12, they will notify you shall and each other Underwriter promptly notify us of the date and time of when the first stabilizing purchase is effected and the date and time when stabilizing was is terminated. You shall prepare agree not to stabilize or engage in any syndicate covering transaction (as defined in Rule 100 of Regulation M under the Securities Act and maintain such records as are the Exchange Act ("Regulation M")) in connection with the Offering without the prior consent of the Representatives. You further agree to provide to the Representatives any reports required to be maintained by of you as manager pursuant to Rule 17a-2 under the 1934 ActExchange Act not later than the date specified therein and you authorize the Representatives to file on your behalf with the Commission all notices and reports which may be required as a result of any transactions made pursuant to this Section 12. You agree to advise the Representatives, from time to time upon their request during the term of this Agreement with respect to an Offering, of the amount of Securities retained by you or purchased by you from other Underwriters and Selected Dealers remaining unsold, and you will, upon their request, release to them for the accounts of one or more of the several Underwriters, such amount of Securities as they may designate at such price, not less than the net price to Selected Dealers nor more than the public offering price, as they may determine. If, pursuant to the provisions of the first paragraph of this Section 12 and prior to such time as this Agreement shall cease to be applicable to an Offering (or such earlier date as the Representatives may have determined on notice to the Underwriters), the Representatives purchase or contract to purchase any Securities which were retained by or released to you for direct sale, which Securities were theretofore not effectively placed for investment by you, you authorize them in their discretion either to charge your account with an amount equal to the concession to Selected Dealers with respect thereto or to require you to repurchase such Securities at a price equal to the total cost of such purchase, including commissions, if any, and transfer tax on the redelivery. Securities delivered on such repurchase need not be the identical Securities originally purchased by and delivered to you. Upon such time as this Agreement shall cease to be applicable to an Offering, the Representatives are authorized in their discretion, in lieu of delivering to the several Underwriters any Securities then held for their respective accounts pursuant to this Section 12, to sell such Securities for the accounts of each of the Underwriters at such price or prices as they may determine and debit or credit your account for the loss or profit resulting from such sale.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation Invitation, in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day day, our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligationobligation (excluding any Additional Securities which may be purchased upon exercise of an over-allotment option), except that such percentage may be increased with the approval of a majority in interest of the Underwriters. In the case of our net commitment for short account, our net commitment shall be calculated assuming that all Additional Securities which may be purchased upon exercise of an over-allotment option are acquired. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount discount, or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of a default by any Underwriter in respect of its obligations under this Section, each non-defaulting nondefaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting nondefaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Exchange Act.

Stabilization and Over-Allotment. In order You authorize the Representatives on your behalf and for your account, prior to facilitate the sale of the time that this Agreement shall cease to be applicable to an Offering, in their discretion, and without obligating them to do so, to buy and sell Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer issuer or any guarantor of the Securities specified named in the Invitation or the Final Communication, in the open market or otherwiseotherwise for either long or short account, on such terms and at such prices as they may determine and, in arranging for sales, to over-allot and cover such over-allotments, provided that at no time shall your net commitment under authority of this Section, either for long or short account, at such prices as exceed an amount equivalent to 20% of the aggregate initial offering price of your Securities to be purchased by you under the Underwriting Agreement. The Representatives may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred under the preceding sentence by purchase of Additional Securities pursuant to the option which may be contained in the Underwriting Agreement or otherwise. All purchases, sales and over-allotments under authority of this Section as such prices as you may determine. You 12 shall make such purchases and sales (including over-allotments) be for the accounts of each of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligationsInitial Commitments. It is understood that, in connection with any particular offering of Securities You agree to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or so purchased for your account and to deliver on demand any securities of any guarantor of the Securities so sold or over-allotted for our your account, including accrued interest, amortization of original issue discount or dividends. You also authorize the Representatives to deliver your Securities, and we will pay to you on demand the amount of any losses or expenses incurred other Securities purchased by them for our your account pursuant to this SectionSection 12, against sales made by the Representatives for your account pursuant to any provision of this Agreement. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of that the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you Representatives effect any stabilizing purchase purchases pursuant to this SectionSection 12, you shall they will notify each Underwriter promptly notify us of the date and time of when the first stabilizing purchase is effected and the date and time when stabilizing is terminated. You agree that if you effect any stabilizing purchases, you will, not later than three business days following the day on which any such stabilizing purchase is effected, notify the Representatives of the price, date and time at which such stabilizing purchase was effected and you will promptly notify them of the date and time when such stabilizing was terminated. You authorize the Representatives to file with the Commission all notices and reports which may be required as a result of any transactions made pursuant to this Section 12. You agree to advise the Representatives, from time to time upon their request during the term of this Agreement with respect to an Offering, of the amount of Securities retained by you or purchased by you from other Underwriters and Selected Dealers remaining unsold, and you will, upon their request, release to them for the accounts of one or more of the several Underwriters, such amount of Securities as they may designate at such price, not less than the net price to Selected Dealers nor more than the public offering price, as they may determine. If, pursuant to the provisions of the first paragraph of this Section 12 and prior to such time as this Agreement shall prepare and maintain such records as are required cease to be maintained applicable to an Offering (or such earlier date as the Representatives may have determined on notice to the Underwriters), the Representatives purchase or contract to purchase any Securities which were retained by or released to you for direct sale, which Securities were theretofore not effectively placed for investment by you, you authorize them in their discretion either to charge your account with an amount equal to the concession to Selected Dealers with respect thereto or to require you to repurchase such Securities at a price equal to the total cost of such purchase, including commissions, if any, and transfer tax on the redelivery. Securities delivered on such repurchase need not be the identical Securities originally purchased by and delivered to you. Upon such time as manager this Agreement shall cease to be applicable to an Offering, the Representatives are authorized in their discretion, in lieu of delivering to the several Underwriters any Securities then held for their respective accounts pursuant to Rule 17a-2 under this Section 12, to sell such Securities for the 1934 Actaccounts of each of the Underwriters at such price or prices as they may determine and debit or credit your account for the loss or profit resulting from such sale.

Stabilization and Over-Allotment. In order to To facilitate the sale distribution of the Securities, we you authorize youus during the term of this Agreement, or for such longer period as may be necessary in your our discretion, to purchase make purchases and sell Securities or any other securities of the Issuer or any guarantor sales of the Securities specified in the Invitation for your account in the open market or otherwise, for long or short account, at on such prices terms as you may determine, we deem advisable and, in arranging for sales to Selected Dealers or otherssales, to over-allot. You may liquidate any long position or also authorize us to cover any short position incurred pursuant to this Section on such terms as such prices as we deem advisable. Included in the authority granted to us by you may determineis the authority to exercise the over-allotment option for you to purchase the Optional Securities granted by Section 3 of the Underwriting Agreement. You shall make All such purchases and sales (including over-allotments) shall be made for the accounts of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood thatYour net commitment under this Section shall not, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of at the Issuer or securities end of any guarantor business day, exceed 15% of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our your maximum underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We You will on our demand take up at cost on demand or deliver against payment any Securities purchased or sold for your account and, if any such other securities Underwriter defaults in its corresponding obligation, you will assume your proportionate share of such obligation without relieving the Issuer defaulting Underwriter from liability. You will be obligated in respect to purchases and sales made for your account hereunder whether or any securities of any guarantor not the proposed purchase of the Securities so sold is consummated. Upon request you will advise us of Securities retained by you and unsold and will sell to us for the account of one or over-allotted for our accountmore of the Underwriters such of your unsold Securities as we may designate, including accrued interestat the public offering price thereof less such amount as we may determine, amortization but not in excess of original issue discount the Selected Dealer's concession with respect thereto. Until the termination of this Agreement pursuant to Section 11 hereof, or dividendsprior notification by us, and we shall have the sole right to effect stabilizing transactions in the Securities. You agree that until such time you will pay to you on demand the amount not make any purchases or sales of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter securities except as provided in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminatedSection 9 hereof. You shall prepare and maintain such records as are also agree to timely provide us with the information required to be maintained by you as manager pursuant to Rule 17a-2 1 7a-2(d) under the Securities Exchange Act of 1934, as amended (the "1934 Act").

Stabilization and Over-Allotment. In order We authorize you (a) to facilitate the sale make purchases and sales of Securities, or any securities comprising the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, and on such terms and at such prices as you may determineyou, andin your sole discretion, shall deem advisable, (b) in arranging for sales to Selected Dealers or othersof the Securities, to over-allot. You may , and (c) either before or after the termination of this Agreement, to cover any short position or liquidate any long position or cover any short position incurred pursuant to this Section as such prices as you may determine9, subject, however, to the applicable rules and regulations of the Securities and Exchange Commission (the "Commission") under the 1934 Act. You shall make All such purchases and sales (including over-allotments) and overallotments shall be made for the accounts account of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood thatUnderwriting Obligations; provided, in connection with any particular offering of Securities to which this Agreement applieshowever, you may have made that our net position resulting from such purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to and sales and over-allotments shall not at the time when we become an Underwriterof each such purchase or sale or over-allotment exceed, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 2015% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwritersaggregate amount which we shall become obligated to pay in respect of the total number of Firm Securities and Option Securities purchased for our account. We will agree to take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred purchased for our account pursuant to this SectionSection 9 and to deliver on demand any of such Securities so sold or any Securities over-allotted for our account pursuant to this Section 9. In The provisions of this Section 9 do not constitute an assurance that the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share price of the obligations of such defaulting Underwriter in the proportion Securities will be stabilized or that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunderstabilization, if commenced, may not be discontinued at any time. -6AAU- If you effect any stabilizing purchase pursuant to this SectionSection 9, you shall will promptly notify us of the date and time of when the first stabilizing purchase was effected and the date and time when stabilizing was terminatedterminated pursuant to Rule 17a-2(c)(2) and (3) under the 1934 Act. You shall prepare will file with the Commission such reports of and maintain such records transfers made for the account of the Underwriters pursuant to this Section 9 as are required to be maintained filed by you as manager under applicable securities laws and regulations. We agree that stabilizing by us may be effected only with your consent. If we effect any stabilizing purchase described in this Section 9, we will, within three business days following such purchase, notify you of the price, date and time at which such stabilizing purchase or syndicate covering transaction was effected, and shall in addition notify you of the date and time when such stabilizing purchase or syndicate covering transaction was terminated pursuant to Rule 17a-2 17a-2(d) under the 1934 Act. You shall maintain such notifications in a separate file for a period of not less than three years, the first two years in an easily accessible place.

Stabilization and Over-Allotment. In order to facilitate We authorize the sale Representatives on our behalf and for our account, during the term of the Securities, we authorize youthis Agreement, in your their discretion, and without obligating them to purchase do so, (a) to buy and sell Securities or any other securities shares of the Issuer or any guarantor of the Securities specified in the Invitation Common Stock in the open market or otherwiseotherwise for either long or short account, on such terms and at such prices as they may determine and (b) in arranging for sales, to over-allot and cover such over-allotments, PROVIDED that at no time shall the net commitment of any Underwriter under authority of this Section 9, either for long or short account, at exceed an amount equivalent to 15% of the Underwriting Obligation of such prices as you Underwriter. During or after the term of this Agreement the Representatives may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred under the preceding sentence by purchase of Option Shares from the Company pursuant to the action contained in Section 2(b) of the Underwriting Agreement or otherwise. All purchases, sales and over-allotments under authority of this Section as such prices as you may determine. You shall make such purchases and sales (including over-allotments) be for the accounts of each of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the UnderwritersUnderwriting Obligations. We will agree to take up at cost on demand any Securities or other securities shares of the Issuer or Common Stock so purchased for our account and to deliver on demand any securities shares of any guarantor of the Securities Common Stock so sold or over-allotted for our account, including accrued interest, amortization . We also authorize the Representatives to deliver Shares to be purchased by us under the Underwriting Agreement or hereunder and any other shares of original issue discount or dividends, and we will pay to you on demand Common Stock purchased by the amount of any losses or expenses incurred Representatives for our account pursuant to this SectionSection 9, against sales made by the Representatives for our account pursuant to any provisions of this Agreement. In Notwithstanding the foregoing limitations, in the event of a default by any Underwriter one or more Underwriters in respect of its their obligations under this Sectionparagraph, each non-defaulting Underwriter shall assume its proportionate share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you In the event that the Representatives effect any stabilizing purchase purchases pursuant to this SectionSection 9, you shall they will notify each Underwriter promptly notify us of the date and time of when the first stabilizing purchase is effected and the date and time when stabilizing was is terminated. You shall prepare We agree that we will not, at any time prior to the termination of this Agreement, (a) effect any stabilizing purchases without the prior written consent of the Representatives or (b) otherwise bid for, purchase, sell or attempt to induce others to purchase or sell, directly or indirectly, any Common Stock other than (i) with the prior written consent of the Representatives, (ii) as otherwise explicitly provided for in this Agreement or the Underwriting Agreement relating to the Shares or (iii) purchases or sales as broker on unsolicited orders for the accounts of others. We authorize the Representatives to file with the Securities and maintain such records Exchange Commission (the "Commission") all notices and reports that may be required as are required to be maintained by you as manager a result of any transactions made pursuant to Rule 17a-2 under this Section 9. We agree to advise the 1934 ActRepresentatives, from time to time upon request of the Representatives during the term of this Agreement, of the number of Shares retained by us or purchased by us from other Underwriters and Selected Dealers remaining unsold, and will, upon the Representatives' request, release to the Representatives for the accounts of one or more of the several Underwriters, such number of Shares as the Representatives designates at such price, not less than the net price to Selected Dealers or more than the public offering price, as the Representatives may determine. If, pursuant to the provisions of the first paragraph of this Section 9 and prior to the termination of this Agreement (or such earlier date as the Representatives may have determined on notice to the Underwriters) the Representatives purchase or contract to purchase any Shares that were retained by or released to us for direct sale, which shares were theretofore not effectively placed for investment by us, we authorize the Representatives, in their discretion, either to charge our account with an amount equal to the concession to Selected Dealers with respect thereto or to require us to repurchase such shares at a price equal to the total cost of such purchase, including commissions, if any, and transfer tax on the redelivery. Shares delivered on such purchase need not be the identical shares originally purchased by and delivered to us. Upon the termination of this Agreement, the Representatives are authorized in their discretion, in lieu of delivering to us any Shares then held for our account pursuant to this Section 9, to sell such shares for our account at such price or prices as the Representatives may determine and debit or credit our account for the loss or profit resulting from such sale.

Stabilization and Over-Allotment. In order During an Offering, and longer if necessary to facilitate the sale of the Securitiescover any short position, we authorize you, in your discretion, to purchase you may buy and sell Securities for either long or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation short account in the open market or otherwiseotherwise (i) the Securities, (ii) if the Securities are common stock or a security convertible into or exchangeable or exercisable for long common stock (including any option on common stock), the common stock of the Company and any security convertible into or short accountexchangeable or exercisable for common stock including any option on such common stock (referred to as “Equivalent Securities”), at such prices as and (iii) any other securities that you may determine, and, designate in the Terms Communication. In arranging for sales to Selected Dealers or othersof Securities, to you may also over-allotallot and cover such over-allotment on such terms as you deem advisable. You At no time (except for over-allotments which may liquidate any long position or cover any short position incurred be covered by an over-allotment option and except as a result of a default by an Underwriter) shall our net commitment pursuant to this Section as such prices as you may determineexceed 20% of our Initial Commitment. You All transactions pursuant to this Section shall make such purchases and sales (including over-allotments) be made for the respective accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligationsinitial Commitments. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, Any securities purchased by you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when our Final Acceptance will also be subject to this Section 8. On demand, we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased will (x) pay for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or purchased, deliver any securities of any guarantor of the Securities so sold or over-allotted for our accountallotted, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share Section and (y) advise you of the obligations Securities retained by us and unsold and will sell to you for the account of one or more of the Underwriters such defaulting Underwriter in of our unsold Securities at such price, not less than the proportion that its underwriting obligation bears net price to selected dealers nor more than the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunderpublic offering price, as you determine. If you effect any stabilizing purchase pursuant For Offerings subject to this SectionRegulation M Rule 104 under the Exchange Act, you shall will notify us promptly of any transaction which in your judgment may be a “stabilizing purchase” within the meaning of the applicable rules of the Commission and will also notify us of the date and time of the first stabilizing purchase and the date and time when any such stabilizing was terminated. You shall prepare If stabilization is effected we will provide you not later than the third full business day following the termination of stabilization, with such information and maintain such records reports as are required in relation to be maintained by you as manager such stabilization pursuant to Rule 17a-2 the rules and regulations of the Commission under the 1934 ActExchange Act or Rule 2710 of the NASD’s Conduct Rules.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted alloted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we We authorize you, in your discretion, to purchase make purchases and sell Securities or sales of Securities, any other securities of the Issuer or any guarantor Company of the Securities specified in same class and series and any other securities of the Invitation Company which you may designate in the open market or otherwise, for long or short account, at on such prices terms as you may determinedeem advisable, and, in arranging for sales to Selected Dealers or otherssales, to over-allot. You may liquidate any long position or allot and cover any short position incurred pursuant to this Section as such prices as you may determineover-allotment, at your discretion, by purchasing Securities, exercising the over-allotment option, if any, indicated in the Written Communication, or both. You shall make such Such purchases and sales (including and over-allotments) allotments will be made for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, that you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities Company for stabilizing purposes prior to the time when we become an Underwriterone of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. We authorize you, in your discretion, to cover any short position incurred pursuant to this Section by purchasing securities on such terms as you deem advisable. At the close of business on any day no time will our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not commitment under the foregoing provisions of this Section exceed 2015% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest . Solely for purposes of the Underwritersimmediately preceding sentence, our "underwriting obligation" shall be deemed to exclude any Securities which we are obligated to purchase solely by virtue of the exercise of an over-allotment option. We will on demand take up at cost on demand any Securities or other securities of the Issuer or any securities of so purchased and deliver any guarantor of the Securities securities so sold or over-over- allotted for our account, including accrued interestand, amortization of original issue discount or dividendsif any other Underwriter defaults in its corresponding obligation, and we will pay assume our proportionate share of such obligation without relieving the defaulting Underwriter from liability. Upon request, we will advise you of the Securities retained by us and unsold and will sell to you on demand for the amount account of any losses one or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share more of the obligations Underwriters such of our unsold Securities and at such defaulting Underwriter in price, not less than the proportion that its underwriting obligation bears net price to Selected Dealers nor more than the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If public offering price, as you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Actdetermine.

Stabilization and Over-Allotment. In order to facilitate the sale distribution of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriterbecame one of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue issuance discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Exchange Act.

Stabilization and Over-Allotment. In order You authorize the Representatives on your behalf and for your account, prior to facilitate the sale of the time that this Agreement shall cease to be applicable to an Offering, in their discretion, and without obligating them to do so, to buy and sell Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer issuer or any guarantor of the Securities specified named in the Invitation or the Final Communication, in the open market or otherwiseotherwise for either long or short account, on such terms and at such prices as they may determine and, in arranging for sales, to over-allot and cover such over-allotments, provided that at no time shall your net commitment under authority of this Section, either for long or short account, at such prices as exceed an amount equivalent to 20% of the aggregate initial offering price of your Securities to be purchased by you under the Underwriting Agreement. The Representatives may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred under the preceding sentence by purchase of Additional Securities pursuant to the option which may be contained in the Underwriting Agreement or otherwise. All purchases, sales and over-allotments under authority of this Section as such prices as you may determine. You 12 shall make such purchases and sales (including over-allotments) be for the accounts of each of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligationsInitial Commitments. It is understood that, in connection with any particular offering of Securities You agree to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or so purchased for your account and to deliver on demand any securities of any guarantor of the Securities so sold or over-allotted for our your account, including accrued interest, amortization of original issue discount or dividends. You also authorize the Representatives to deliver your Securities, and we will pay to you on demand the amount of any losses or expenses incurred other Securities purchased by them for our your account pursuant to this SectionSection 12, against sales made by the Representatives for your account pursuant to any provision of this Agreement. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of that the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you Representatives effect any stabilizing purchase purchases pursuant to this SectionSection 12, they will notify you shall and each other Underwriter promptly notify us of the date and time of when the first stabilizing purchase is effected and the date and time when stabilizing was is terminated. You shall prepare agree not to stabilize or engage in any syndicate covering transaction (as defined in Rule 100 of Regulation M under the Securities Act and maintain such records as are the Exchange Act (“Regulation M”)) in connection with the Offering without the prior consent of the Representatives. You further agree to provide to the Representatives any reports required to be maintained by of you as manager pursuant to Rule 17a-2 under the 1934 ActExchange Act not later than the date specified therein and you authorize the Representatives to file on your behalf with the Commission all notices and reports which may be required as a result of any transactions made pursuant to this Section 12. You agree to advise the Representatives, from time to time upon their request during the term of this Agreement with respect to an Offering, of the amount of Securities retained by you or purchased by you from other Underwriters and Selected Dealers remaining unsold, and you will, upon their request, release to them for the accounts of one or more of the several Underwriters, such amount of Securities as they may designate at such price, not less than the net price to Selected Dealers nor more than the public offering price, as they may determine. If, pursuant to the provisions of the first paragraph of this Section 12 and prior to such time as this Agreement shall cease to be applicable to an Offering (or such earlier date as the Representatives may have determined on notice to the Underwriters), the Representatives purchase or contract to purchase any Securities which were retained by or released to you for direct sale, which Securities were theretofore not effectively placed for investment by you, you authorize them in their discretion either to charge your account with an amount equal to the concession to Selected Dealers with respect thereto or to require you to repurchase such Securities at a price equal to the total cost of such purchase, including commissions, if any, and transfer tax on the redelivery. Securities delivered on such repurchase need not be the identical Securities originally purchased by and delivered to you. Upon such time as this Agreement shall cease to be applicable to an Offering, the Representatives are authorized in their discretion, in lieu of delivering to the several Underwriters any Securities then held for their respective accounts pursuant to this Section 12, to sell such Securities for the accounts of each of the Underwriters at such price or prices as they may determine and debit or credit your account for the loss or profit resulting from such sale.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we We authorize you, in your discretion, to purchase make purchases and sell Securities or sales of Securities, any other securities of the Issuer Company, or any guarantor of the Securities (as specified in the Invitation Invitation), of the same class and series and any other securities of the Company or any guarantor of the Securities which you may designate in the open market or otherwise, for long or short account, at on such prices terms as you may determinedeem advisable, and, in arranging for sales to Selected Dealers or others, and to over-allotallot in arranging sales. You The existence of this provision is no assurance that the price of the Securities will be stabilized or that stabilizing, if commenced, may liquidate not be discontinued at any long position or cover any short position incurred pursuant to this Section as such prices as you may determinetime. You shall make such Such purchases and sales (including and over-allotments) allotments will be made for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligationsUnderwriting Obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, that you may have made purchases of securities of the Issuer Company or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriterone of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business We authorize you, in your discretion, to cover any short position incurred pursuant to this Section by purchasing securities on any day such terms as you deem advisable. Except as provided in this Section 8, at no time will our net commitmentcommitment under the foregoing provisions of this Section 8 exceed twenty percent (20%) of our Underwriting Obligation, either excluding Securities which may be purchased upon exercise of an over-allotment option. In the case of our net commitment for long or short account, resulting from such purchases or sales (including our net commitment will be computed assuming that all Securities which may be purchased upon exercise of an over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwritersallotment option are acquired. We will on demand take up at cost on demand any Securities or other securities of the Issuer or so purchased and deliver any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interestand, amortization of original issue discount or dividends, if any other Underwriter defaults in its corresponding obligation and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.the

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or of over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order During an Offering, and longer if necessary to facilitate the sale of the Securitiescover any short position, we authorize you, in your discretion, to purchase you may buy and sell Securities for either long or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation short account in the open market or otherwiseotherwise (i) the Securities, (ii) if the Securities are common stock or a security convertible into or exchangeable or exercisable for long common stock (including any option on common stock), the common stock of the Company and any security convertible into or short accountexchangeable or exercisable for common stock including any option on such common stock (referred to as “Equivalent Securities”), at such prices as and (iii) any other securities that you may determine, and, designate in the Terms Communication. In arranging for sales to Selected Dealers or othersof Securities, to you may also over-allotallot and cover such over-allotment on such terms as you deem advisable. You At no time (except for over-allotments which may liquidate any long position or cover any short position incurred be covered by an over-allotment option and except as a result of a default by an Underwriter) shall our net commitment pursuant to this Section as such prices as you may determineexceed 15% of our Initial Commitment. You All transactions pursuant to this Section shall make such purchases and sales (including over-allotments) be made for the respective accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligationsInitial Commitments. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, Any securities purchased by you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when our Final Acceptance will also be subject to this Section. On demand, we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased will (x) pay for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or purchased, deliver any securities of any guarantor of the Securities so sold or over-allotted for our accountallotted, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share Section and (y) advise you of the obligations Securities retained by us and unsold and will sell to you for the account of one or more of the Underwriters such defaulting Underwriter of our unsold Securities at such price, not less than the net price to selected dealers nor more than the public offering price, as you determine. You will notify us promptly of any transaction which in your judgment may be a “stabilizing purchase” within the proportion that its underwriting obligation bears to meaning of the underwriting obligations applicable rules of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly the Commission and will also notify us of the date and time of the first stabilizing purchase and the date and time when any such stabilizing was terminated. You shall prepare If stabilization is effected we will provide you not later than the fifth full business day following the termination of stabilization, with such information and maintain such records reports as are required in relation to be maintained by you as manager such stabilization pursuant to Rule 17a-2 the rules and regulations of the Commission under the 1934 Exchange Act.

Stabilization and Over-Allotment. In order to facilitate the sale distribution of the Securities, we authorize you, in your discretion, to purchase and sell Securities, any securities into which the Securities are convertible or for which the securities are exchangeable, and any other securities of the Issuer or any guarantor of the Securities specified in the Invitation Invitation, in the open market or otherwise, for long or short account, at such prices as you may determine, and, in the arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of any such securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriterbecame one of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 2015% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or any such other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividendsdividend, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Sectionsection, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunderthereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases purchase of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we authorize you, in your discretion, to purchase and sell Securities or any other securities of the Issuer or any guarantor of the Securities specified in the Invitation in the open market or otherwise, for long or short account, at such prices as you may determine, and, in arranging for sales to Selected Dealers or others, to over-allot. You may liquidate any long position or cover any short position incurred pursuant to this Section as at such prices as you may determine. You shall make such purchases and sales (including over-allotments) for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We will take up at cost on demand any Securities or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our account, including accrued interest, amortization of original issue discount or dividends, and we will pay to you on demand the amount of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-non- defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.

Stabilization and Over-Allotment. In order to facilitate the sale of the Securities, we We authorize you, in your discretion, to purchase make purchases and sell Securities or sales of Securities, any other securities of the Issuer or any guarantor Company of the Securities specified in same class and series and any other securities of the Invitation Company which you may designate in the open market or otherwise, for long or short account, at on such prices terms as you may determinedeem advisable, and, in arranging for sales to Selected Dealers or others, and to over-allotallot in arranging sales. You may liquidate any long position or cover any short position incurred pursuant to this Section as such prices as you may determine. You shall make such Such purchases and sales (including and over-allotments) allotments will be made for the accounts of the Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood that, in connection with any particular offering of Securities to which this Agreement applies, that you may have made purchases of securities of the Issuer or securities of any guarantor of the Securities Company for stabilizing purposes prior to the time when we become an Underwriterone of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business We authorize you, in your discretion, to cover any short position incurred pursuant to this Section by purchasing securities on any day such terms as you deem advisable. Except as provided in this Section, at no time will our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not commitment under the foregoing provisions of this Section exceed 2015% (or such other amount as may be specified in the Invitation) of our underwriting obligation, except that such percentage excluding Securities which may be increased with purchased upon exercise of an over-allotment option. In the approval case of a majority in interest our net commitment for short account, our net commitment will be computed assuming that all Securities which may be purchased upon exercise of the Underwritersan over-allotment option are acquired. We will on demand take up at cost on demand any Securities cost, including accrued interest or other securities dividends and amortization of the Issuer or original issue discount, if any, any securities of so purchased and deliver any guarantor of the Securities securities so sold or over-allotted for our account, including accrued interestand, amortization of original issue discount or dividendsif any other Underwriter defaults in its corresponding obligation, and we will pay assume our proportionate share of such obligation without relieving the defaulting Underwriter from liability. Upon request, we will advise you of the Securities retained by us and unsold and will sell to you on demand for the amount account of any losses one or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share more of the obligations Underwriters such of our unsold Securities and at such defaulting Underwriter in price, not less than the proportion net price to Selected Dealers nor more than the public offering price, as you determine. We understand that its underwriting obligation bears to the underwriting obligations existence of all non-defaulting Underwriters without relieving such defaulting Underwriter this provision is no assurance that the price of its liability hereunderthe Securities will be stabilized or that stabilizing, if commenced, may not be discontinued at any time. If you effect any stabilizing purchase purchases pursuant to this Section, you shall promptly will notify us promptly of the date initiation and time of the first stabilizing purchase and the date and time when stabilizing was terminated. You shall prepare and maintain such records as are required to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Acttermination thereof.

Stabilization and Over-Allotment. In order to To facilitate the sale distribution of the SecuritiesUnits, we you authorize youus during the term of this Agreement, or for such longer period as may be necessary in your our discretion, to purchase make purchases and sell Securities or any other securities sales of the Issuer or any guarantor of the Securities specified in the Invitation Units for your account in the open market or otherwise, for long or short account, at on such prices terms as you may determine, we deem advisable and, in arranging for sales to Selected Dealers or otherssales, to over-allot. You may liquidate any long position or also authorize us to cover any short position incurred pursuant to this Section on such terms as we deem advisable. Included in the authority granted to us by you is the authority to exercise the over-allotment option to purchase the Optional Units granted by Section 3 of the Underwriting Agreement. Except with respect to the exercise of such prices as you may determine. You shall make over-allotment option, all such purchases and sales (including over-allotmentsother than purchases and sales of the Optional Units) shall be made for the accounts of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. It is understood thatYour net commitment under this Section shall not, in connection with any particular offering of Securities to which this Agreement applies, you may have made purchases of securities of at the Issuer or securities end of any guarantor business day, exceed 15% of the Securities for stabilizing purposes prior to the time when we become an Underwriter, and we agree that any such securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. At the close of business on any day our net commitment, either for long or short account, resulting from such purchases or sales (including over-allotments) shall not exceed 20% (or such other amount as may be specified in the Invitation) of our your maximum underwriting obligation, except that such percentage may be increased with the approval of a majority in interest of the Underwriters. We You will on our demand take up at cost on demand or deliver against payment any Securities Units purchased or other securities of the Issuer or any securities of any guarantor of the Securities so sold or over-allotted for our accountyour account and, including accrued interestif any such other Underwriter defaults in its corresponding obligation, amortization you will assume your proportionate share of original issue discount such obligation without relieving the defaulting Underwriter from liability. You will be obligated in respect to purchases and sales made for your account hereunder whether or dividendsnot the proposed purchase of the Units is consummated. Upon request you will advise us of Units retained by you and unsold and will sell to us for the account of one or more of the Underwriters such of your unsold Units as we may designate, and at the public offering price thereof less such amount as we may determine, but not in excess of the Selected Dealer's concession with respect thereto. Until the termination of this Agreement pursuant to Section 11 hereof, or prior notification by us, we shall have the sole right to effect stabilizing transactions in the Units. You agree that until such time you will pay to you on demand the amount not make any purchases or sales of any losses or expenses incurred for our account pursuant to this Section. In the event of default by any Underwriter in respect of its obligations under this Section, each non-defaulting Underwriter shall assume its share of the obligations of such defaulting Underwriter Units except as provided in the proportion that its underwriting obligation bears to the underwriting obligations of all non-defaulting Underwriters without relieving such defaulting Underwriter of its liability hereunder. If you effect any stabilizing purchase pursuant to this Section, you shall promptly notify us of the date and time of the first stabilizing purchase and the date and time when stabilizing was terminatedSection 9 hereof. You shall prepare and maintain such records as are required also agree to be maintained by you as manager pursuant to Rule 17a-2 under the 1934 Act.timely provide us 4