Common use of Underwriting Arrangements Clause in Contracts

Underwriting Arrangements. In connection with each Offering, one or more of the issuer, one or more shareholders of the issuer, or any seller, guarantor or insurer of the Securities will enter into an underwriting or purchase agreement and may enter into an associated terms agreement or similar agreement (collectively, the "Underwriting Agreement") with us acting either as sole representative or as lead representative of one or more other representatives of the underwriters named in the Underwriting Agreement (the "Underwriters"). We, as sole representative of the Underwriters or, we and one or more other representatives of the Underwriters as are named in the Invitation, as the case may be, are herein referred to as the "Representatives". The Underwriting Agreement shall be in the form (with all such additions, modifications and deletions as the Representatives shall deem appropriate) that shall have been filed with, and be publicly available from, the Securities and Exchange Commission (the "Commission") or such other regulatory authority as we shall specify in the Invitation or that we shall send to you (or make available for you review in our office) as soon as practicable. By your Acceptance, you agree and authorize us to agree to purchase on your behalf, in accordance with the terms of the Underwriting Agreement, (a) the amount of the Securities set forth opposite your name in the Underwriting Agreement (which amount may exceed the amount set forth in the Invitation by not more than __% as result of an increase in the aggregate amount of the Securities or a reallotment of the Securities among the Underwriters) plus the amount of any Securities that you may become obligated to purchase, other than the amount of any Over-Allotment Securities, pursuant to Section 5 hereof (collectively, your "Initial Commitment"), plus (b) the amount of any Over-Allotment Securities that you may become obligated to purchase by reason of the exercise of an option provided in the Underwriting Agreement (including any such Securities purchased pursuant to Section 5 hereof), less (c) the amount of any Securities contracted to be sold pursuant to any Delayed Delivery Contracts ("Contract Securities") allocated to you in accordance with the last paragraph of Section 6 hereof. The Securities that, after adding any such increases to and subtracting any such decrease from your Initial Commitment, you are obligated to purchase pursuant to the Underwriting Agreement are herein referred to collectively as "your Securities". The percentage that an Underwriter's Initial Commitment bears to the aggregate Initial Commitments of all of the Underwriters is hereinafter referred to as the "Initial Commitment Percentage" of such Underwriter. 3 Your Acceptance shall also constitute (i) your representation that your commitment to purchase your Securities will not result in a violation of the financial responsibility requirements of Rule 15c3-1 (or any successor provision) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any similar requirements of the National Association of Securities Dealers, Inc. ("NASD"), if you are a member, or of any securities exchange to which you belong; (ii) your confirmation that the information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, attached as Exhibit A hereto, is correct; and (iii) your consent to the inclusion in any registration statement, prospectus or offering circular (as hereinafter defined) in connection with an Offering, as such may be amended or supplemented, of a reference to you as one of the Underwriters of the Securities and of certain information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire. You agree to notify us immediately of any development before the termination of this Agreement with respect to any Offering which makes untrue or incomplete any information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, and you consent to the inclusion of the information with respect to such development in such registration statement, prospectus or offering circular. In the event that the Securities include debt obligations maturing serially, your Securities shall include, subject to any adjustments provided for in the Underwriting Agreement or in the Invitation, a principal amount of each series of such debt obligations that equals your Initial Commitment Percentage of the aggregate principal amount of such series.

Underwriting Arrangements. In connection with each Offering, one or more of the issuer, one or more shareholders of the issuer, or any seller, other seller (a “Selling Securityholder”) and any guarantor or insurer of the Securities will shall enter into an underwriting or purchase agreement and may enter into an associated terms agreement or similar agreement (collectivelythe “Underwriting Agreement”) (with such additions, modifications and deletions as we, acting as sole representative or as lead representative of one or more other representatives of the Underwriters, in our sole discretion shall deem appropriate) which we shall as soon as practicable send to you (or make available for your review in our office) or which shall have been filed with, and shall publicly available from, the "Underwriting Agreement") Securities and Exchange Commission (the “Commission”), with us acting either as sole representative or as lead representative of one or more other representatives of the underwriters named in the Underwriting Agreement (the "“Underwriters"”). We, as sole representative of the Underwriters orin either such capacity, we and one or more other representatives of the Underwriters as are named in the InvitationInvitation or the Final Communication, as the case may be, are herein referred to as the "“Representatives". The Underwriting Agreement shall be in the form (with all such additions, modifications and deletions as the Representatives shall deem appropriate) that shall have been filed with, and be publicly available from, the Securities and Exchange Commission (the "Commission") or such other regulatory authority as we shall specify in the Invitation or that we shall send to you (or make available for you review in our office) as soon as practicable. .” By your Final Acceptance, you agree and authorize us to agree to purchase on your behalfbehalf to purchase, in accordance with the terms of the Underwriting AgreementAgreement or any Inter-Syndicate Agreements, as the case may be, (a) the amount of the Securities (the “Firm Securities”) set forth opposite your name in the Underwriting Agreement (which amount may exceed the amount set forth in the Invitation or Final Communication by not more than __20% as a result of an increase in the aggregate amount of the Securities or a reallotment of the Securities among the Underwriters) plus ), exclusive of any Additional Securities (the maximum amount of any Securities that which, after a corresponding increase, will also be set forth opposite your name therein), plus such amount of Securities, if any, which you may become obligated to purchase, other than the amount of any Over-Allotment Securities, purchase pursuant to Section 5 15 hereof (( collectively, your "the “Initial Commitment"”), plus (b) the such amount of any Over-Allotment Securities that Additional Securities, if any, which you may become obligated to purchase by reason of the exercise of an the option provided in the Underwriting Agreement (including any such Securities purchased pursuant to Section 5 hereof)Agreement, less plus (c) the amount of any Other Securities, if any, which you may, subject to the limitation provided in Section 4 hereof, become obligated to purchase by reason of purchases for your account made pursuant to such Inter-Syndicate Agreements, less (d) such amount, if any, of Securities as are contracted to be sold pursuant to any Delayed Delivery Contracts ("“ Contract Securities"”) allocated to you in accordance with the last paragraph of Section 6 5 hereof. The Securities thatwhich, after adding any such increases to and subtracting any such decrease from increase or reduction of your Initial Commitment, you are obligated to purchase pursuant to the Underwriting Agreement and such Inter-Syndicate Agreements are herein referred to collectively herein as "“your Securities". The percentage that an Underwriter's Initial Commitment bears to the aggregate Initial Commitments of all of the Underwriters is hereinafter referred to as the "Initial Commitment Percentage" of such Underwriter. 3 Your Acceptance shall also constitute (i) your representation that your commitment to purchase your Securities will not result in a violation of the financial responsibility requirements of Rule 15c3-1 (or any successor provision) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any similar requirements of the National Association of Securities Dealers, Inc. ("NASD"), if you are a member, or of any securities exchange to which you belong; (ii) your confirmation that the information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, attached as Exhibit A hereto, is correct; and (iii) your consent to the inclusion in any registration statement, prospectus or offering circular (as hereinafter defined) in connection with an Offering, as such may be amended or supplemented, of a reference to you as one of the Underwriters of the Securities and of certain information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire. You agree to notify us immediately of any development before the termination of this Agreement with respect to any Offering which makes untrue or incomplete any information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, and you consent to the inclusion of the information with respect to such development in such registration statement, prospectus or offering circular. .” In the event that the Securities include consist in whole or in part of debt obligations maturing serially, your the serial Securities shall includebeing purchased by each Underwriter pursuant to the Underwriting Agreement will consist, subject to any adjustments adjustment as provided for in the Underwriting Agreement or Agreement, of serial Securities of each maturity in the Invitation, a principal amount of each series of such debt obligations that equals your Initial Commitment Percentage of which bears the same proportion to the aggregate principal amount of serial Securities of such seriesmaturity to be purchased by all the Underwriters as the respective principal amount of serial Securities set forth opposite such Underwriter’s name in the Underwriting Agreement bears to the aggregate principal amount of the serial Securities to be purchased by all the Underwriters.

Underwriting Arrangements. In connection with each Offering, one or more of the issuer, one or more shareholders of the issuer, or any seller, other seller (a "Selling Securityholder") and any guarantor or insurer of the Securities will shall enter into an underwriting or purchase agreement and may enter into an associated terms agreement or similar agreement (collectively, the "Underwriting Agreement") (with such additions, modifications and deletions as we, acting as sole representative or as lead representative of one or more other representatives of the Underwriters, in our sole discretion shall deem appropriate) which we shall as soon as practicable send to you (or make available for your review in our office) or which shall have been filed with, and shall publicly available from, the Securities and Exchange Commission (the "Commission"), with us acting either as sole representative or as lead representative of one or more other representatives of the underwriters named in the Underwriting Agreement (the "Underwriters"). We, as sole representative of the Underwriters orin either such capacity, we and one or more other representatives of the Underwriters as are named in the InvitationInvitation or the Final Communication, as the case may be, are herein referred to as the "Representatives". The Underwriting Agreement shall be in the form (with all such additions, modifications and deletions as the Representatives shall deem appropriate) that shall have been filed with, and be publicly available from, the Securities and Exchange Commission (the "Commission") or such other regulatory authority as we shall specify in the Invitation or that we shall send to you (or make available for you review in our office) as soon as practicable. ." By your Final Acceptance, you agree and authorize us to agree to purchase on your behalfbehalf to purchase, in accordance with the terms of the Underwriting AgreementAgreement or any Inter-Syndicate Agreements, as the case may be, (a) the amount of the Securities (the "Firm Securities") set forth opposite your name in the Underwriting Agreement (which amount may exceed the amount set forth in the Invitation or Final Communication by not more than __20% as a result of an increase in the aggregate amount of the Securities or a reallotment of the Securities among the Underwriters) plus ), exclusive of any Additional Securities (the maximum amount of any Securities that which, after a corresponding increase, will also be set forth opposite your name therein), plus such amount of Securities, if any, which you may become obligated to purchase, other than the amount of any Over-Allotment Securities, purchase pursuant to Section 5 15 hereof (( collectively, your the "Initial Commitment"), plus (b) the such amount of any Over-Allotment Securities that Additional Securities, if any, which you may become obligated to purchase by reason of the exercise of an the option provided in the Underwriting Agreement (including any such Securities purchased pursuant to Section 5 hereof)Agreement, less plus (c) the amount of any Other Securities, if any, which you may, subject to the limitation provided in Section 4 hereof, become obligated to purchase by reason of purchases for your account made pursuant to such Inter-Syndicate Agreements, less (d) such amount, if any, of Securities as are contracted to be sold pursuant to any Delayed Delivery Contracts ("" Contract Securities") allocated to you in accordance with the last paragraph of Section 6 5 hereof. The Securities thatwhich, after adding any such increases to and subtracting any such decrease from increase or reduction of your Initial Commitment, you are obligated to purchase pursuant to the Underwriting Agreement and such Inter-Syndicate Agreements are herein referred to collectively herein as "your Securities". The percentage that an Underwriter's Initial Commitment bears to the aggregate Initial Commitments of all of the Underwriters is hereinafter referred to as the "Initial Commitment Percentage." of such Underwriter. 3 Your Acceptance shall also constitute (i) your representation that your commitment to purchase your Securities will not result in a violation of the financial responsibility requirements of Rule 15c3-1 (or any successor provision) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any similar requirements of the National Association of Securities Dealers, Inc. ("NASD"), if you are a member, or of any securities exchange to which you belong; (ii) your confirmation that the information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, attached as Exhibit A hereto, is correct; and (iii) your consent to the inclusion in any registration statement, prospectus or offering circular (as hereinafter defined) in connection with an Offering, as such may be amended or supplemented, of a reference to you as one of the Underwriters of the Securities and of certain information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire. You agree to notify us immediately of any development before the termination of this Agreement with respect to any Offering which makes untrue or incomplete any information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, and you consent to the inclusion of the information with respect to such development in such registration statement, prospectus or offering circular. In the event that the Securities include consist in whole or in part of debt obligations maturing serially, your the serial Securities shall includebeing purchased by each Underwriter pursuant to the Underwriting Agreement will consist, subject to any adjustments adjustment as provided for in the Underwriting Agreement or Agreement, of serial Securities of each maturity in the Invitation, a principal amount of each series of such debt obligations that equals your Initial Commitment Percentage of which bears the same proportion to the aggregate principal amount of serial Securities of such seriesmaturity to be purchased by all the Underwriters as the respective principal amount of serial Securities set forth opposite such Underwriter's name in the Underwriting Agreement bears to the aggregate principal amount of the serial Securities to be purchased by all the Underwriters.

Underwriting Arrangements. In connection with each Offering, one or more of the issuer, one or more shareholders of the issuer, or any seller, guarantor or insurer of the Securities will enter into If an underwriting or purchase similar agreement is entered into by the Agent (on its own behalf or on behalf of the Pledgor) on or after the occurrence of a Sales Date, pursuant to which any A Shares will be sold to an underwriter or underwriters for re-offering, whether to the public pursuant to a Shelf Registration Statement or otherwise, or a sales agreement is entered into so that the A Shares will be sold to a broker-dealer as agent or principal, whether for re-offering to the public pursuant to the Shelf Registration Statement or otherwise (each, a "Selling Agreement"), the Pledgor shall, and may agrees to use its reasonable best efforts, including through using its voting rights and board representation, to procure that OEH shall: (i) enter into an associated terms agreement a Selling Agreement with such underwriters, broker-dealers or similar agreement (collectively, the "Underwriting Agreement") with us acting either as sole representative or as lead representative of one or more other representatives of the underwriters named in the Underwriting Agreement (the "Underwriters"). We, as sole representative of the Underwriters or, we and one or more other representatives of the Underwriters as are named in the Invitationagents, as the case may be, are herein referred such agreement to be in form and substance reasonably satisfactory to the Agent and such underwriters, broker-dealers or agents, as the "Representatives". The Underwriting Agreement shall be case may be, containing such representations, warranties and other terms as are customary in the form (with all agreements of such additionstype, modifications including without limitation indemnification and deletions as the Representatives shall deem appropriate) that shall have been filed with, contribution provisions and be publicly available from, the Securities and Exchange Commission (the "Commission") or such other regulatory authority as we shall specify in the Invitation or that we shall send to you (or make available for you review in our office) as soon as practicable. By your Acceptance, you agree and authorize us to agree to purchase on your behalf, in accordance with the terms of the Underwriting Agreement, (a) the amount of the Securities set forth opposite your name in the Underwriting Agreement (procedures which amount may exceed the amount provide rights no less protective than those set forth in Clause 1.3(e) (Indemnification) and Clause 1.3(f) (Contribution) hereof with respect to all parties to be indemnified by OEH and the Invitation by not more than __% as result of an increase in Pledgor, including the aggregate amount Agent (and any underwriters, broker-dealers or other agents acting on behalf of the Securities or a reallotment of Agent); (ii) if the Securities among the Underwriters) plus the amount of any Securities that you may become obligated to purchase, other than the amount of any Over-Allotment Securities, pursuant to Section 5 hereof (collectively, your "Initial Commitment"), plus (b) the amount of any Over-Allotment Securities that you may become obligated to purchase by reason of the exercise of an option provided in the Underwriting Agreement (including any such Securities purchased pursuant to Section 5 hereof), less (c) the amount of any Securities contracted Shares are to be sold otherwise than pursuant to any Delayed Delivery Contracts ("Contract Securities") allocated a Shelf Registration Statement, to you in accordance cooperate with the last paragraph of Section 6 hereof. The Securities thatAgent and such underwriters, after adding broker-dealers or agents, as the case may be, and to prepare an offering memorandum or other offering document for use in connection with such offering; (iii) deliver such other documents and certificates as may be reasonably requested by each underwriter or broker-dealer to evidence compliance with any such increases to and subtracting any such decrease from your Initial Commitment, you are obligated to purchase customary conditions contained in the Selling Agreement or other agreement entered into by the Pledgor and/or OEH pursuant to this Clause 1.3(d); (iv) cooperate with the Underwriting Agreement are herein referred Agent and each underwriter, broker-dealer or agent participating in the disposition of A Shares and their respective counsel in connection with any filings required to collectively as "your Securities". The percentage that an Underwriter's Initial Commitment bears to the aggregate Initial Commitments of all of the Underwriters is hereinafter referred to as the "Initial Commitment Percentage" of such Underwriter. 3 Your Acceptance shall also constitute (i) your representation that your commitment to purchase your Securities will not result in a violation of the financial responsibility requirements of Rule 15c3-1 (or any successor provision) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any similar requirements of be made with the National Association of Securities Dealers, Inc. Inc.; and ("NASD")v) enter into such agreements and take such other actions as the Agent and such underwriters, if you are a memberbroker-dealers or agents, as the case may be, may reasonably request in order to expedite or facilitate the disposition of any securities exchange to which you belong; (ii) your confirmation that the information that you have given or are deemed to have given in response A Shares, including making appropriate officers of OEH reasonably available to the Master Underwriters' Questionnaire, attached as Exhibit A hereto, is correct; underwriters for meetings with prospective purchasers of the Shares and (iii) your consent preparing and presenting to potential investors customary "road show" material in a manner consistent with offerings of other securities similar to the inclusion in any registration statement, prospectus or offering circular (as hereinafter defined) in connection with an Offering, as such may be amended or supplemented, of a reference to you as one of the Underwriters of the Securities and of certain information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire. You agree to notify us immediately of any development before the termination of this Agreement with respect to any Offering which makes untrue or incomplete any information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, and you consent to the inclusion of the information with respect to such development in such registration statement, prospectus or offering circular. In the event that the Securities include debt obligations maturing serially, your Securities shall include, subject to any adjustments provided for in the Underwriting Agreement or in the Invitation, a principal amount of each series of such debt obligations that equals your Initial Commitment Percentage of the aggregate principal amount of such seriesA Shares.

Underwriting Arrangements. In connection with each Offering, one or more of the issuer, one or more shareholders of the issuer, or any seller, guarantor or insurer of the Securities will enter into If an underwriting or purchase similar agreement is entered into by the Agent (on its own behalf or on behalf of the Parent) on or after the occurrence of a Sales Date, pursuant to which any A Shares will be sold to an underwriter or underwriters for reoffering, whether to the public pursuant to a Shelf Registration Statement or otherwise, or a sales agreement is entered into so that the A Shares will be sold to a broker-dealer as agent or principal, whether for reoffering to the public pursuant to the Shelf Registration Statement or otherwise (each, a "Selling Agreement"), Parent shall, and may agrees to use its reasonable best efforts, including through using its voting rights and board representation, to procure that OEH shall: (i) enter into an associated terms agreement a Selling Agreement with such underwriters, broker-dealers or similar agreement (collectively, the "Underwriting Agreement") with us acting either as sole representative or as lead representative of one or more other representatives of the underwriters named in the Underwriting Agreement (the "Underwriters"). We, as sole representative of the Underwriters or, we and one or more other representatives of the Underwriters as are named in the Invitationagents, as the case may be, are herein referred such agreement to be in form and substance reasonably satisfactory to the Agent and such underwriters, broker-dealers or agents, as the "Representatives". The Underwriting Agreement shall be case may be, containing such representations, warranties and other terms as are customary in the form (with all agreements of such additionstype, modifications including without limitation indemnification and deletions as the Representatives shall deem appropriate) that shall have been filed with, contribution provisions and be publicly available from, the Securities and Exchange Commission (the "Commission") or such other regulatory authority as we shall specify in the Invitation or that we shall send to you (or make available for you review in our office) as soon as practicable. By your Acceptance, you agree and authorize us to agree to purchase on your behalf, in accordance with the terms of the Underwriting Agreement, (a) the amount of the Securities set forth opposite your name in the Underwriting Agreement (procedures which amount may exceed the amount provide rights no less protective than those set forth in Clause 21.43(e) (Indemnification) and Clause 21.43(f) (Contribution) hereof with respect to all parties to be indemnified by OEH and Parent, including the Invitation by not more than __% as result of an increase in the aggregate amount Agent (and any underwriters, broker-dealers or other agents acting on behalf of the Securities or a reallotment of Agent); (ii) if the Securities among the Underwriters) plus the amount of any Securities that you may become obligated to purchase, other than the amount of any Over-Allotment Securities, pursuant to Section 5 hereof (collectively, your "Initial Commitment"), plus (b) the amount of any Over-Allotment Securities that you may become obligated to purchase by reason of the exercise of an option provided in the Underwriting Agreement (including any such Securities purchased pursuant to Section 5 hereof), less (c) the amount of any Securities contracted Shares are to be sold otherwise than pursuant to any Delayed Delivery Contracts ("Contract Securities") allocated a Shelf Registration Statement, to you in accordance cooperate with the last paragraph of Section 6 hereof. The Securities thatAgent and such underwriters, after adding broker-dealers or agents, as the case may be, and to prepare an offering memorandum or other offering document for use in connection with such offering; (iii) deliver such other documents and certificates as may be reasonably requested by each underwriter or broker-dealer to evidence compliance with any such increases to and subtracting any such decrease from your Initial Commitment, you are obligated to purchase customary conditions contained in the Selling Agreement or other agreement entered into by Parent and/or OEH pursuant to this Clause 21.43(d); (iv) cooperate with the Underwriting Agreement are herein referred Agent and each underwriter, broker-dealer or agent participating in the disposition of A Shares and their respective counsel in connection with any filings required to collectively as "your Securities". The percentage that an Underwriter's Initial Commitment bears to the aggregate Initial Commitments of all of the Underwriters is hereinafter referred to as the "Initial Commitment Percentage" of such Underwriter. 3 Your Acceptance shall also constitute (i) your representation that your commitment to purchase your Securities will not result in a violation of the financial responsibility requirements of Rule 15c3-1 (or any successor provision) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any similar requirements of be made with the National Association of Securities Dealers, Inc. Inc.; and ("NASD")v) enter into such agreements and take such other actions as the Agent and such underwriters, if you are a memberbroker-dealers or agents, as the case may be, may reasonably request in order to expedite or facilitate the disposition of any securities exchange to which you belong; (ii) your confirmation that the information that you have given or are deemed to have given in response A Shares, including making appropriate officers of OEH reasonably available to the Master Underwriters' Questionnaire, attached as Exhibit A hereto, is correct; underwriters for meetings with prospective purchasers of the Shares and (iii) your consent preparing and presenting to potential investors customary "road show" material in a manner consistent with offerings of other securities similar to the inclusion in any registration statement, prospectus or offering circular (as hereinafter defined) in connection with an Offering, as such may be amended or supplemented, of a reference to you as one of the Underwriters of the Securities and of certain information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire. You agree to notify us immediately of any development before the termination of this Agreement with respect to any Offering which makes untrue or incomplete any information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, and you consent to the inclusion of the information with respect to such development in such registration statement, prospectus or offering circular. In the event that the Securities include debt obligations maturing serially, your Securities shall include, subject to any adjustments provided for in the Underwriting Agreement or in the Invitation, a principal amount of each series of such debt obligations that equals your Initial Commitment Percentage of the aggregate principal amount of such seriesA Shares.

Underwriting Arrangements. In (a) From time to time, in connection with each Offering, one or more of the issuer, one or more shareholders of the issuer, or any seller, guarantor or insurer public offerings of the Securities will enter into an underwriting by Underwriters to be represented by Xxxxxxxx Xxxxxx Brothers Inc., either alone or purchase agreement and may enter into an associated terms agreement or similar agreement (collectively, the "Underwriting Agreement") with us acting either as sole representative or as lead representative of one or more other representatives firms (the "Representatives"), the Representatives may invite one or more Underwriters to become a member of an underwriting syndicate on the terms and conditions set forth herein. which shall be deemed to include the terms and conditions set forth in (i) any letter, wire, telex or other written communication or telephone call (confirmed immediately in writing) to prospective Underwriters in connection with an invitation to become a member of an underwriting syndicate (the "Invitation Telex") and (ii) any letter, wire, telex or other written communication or telephone call (confirmed immediately in writing) to Underwritten in connection with the terms of any particular public offering of Securities (the "Terms Telex"), provided that the terms and conditions set forth herein and therein shall be applicable only to public offerings with respect to which Shearson Xxxxxx Brothers Inc. has expressly informed Underwriters that such terms and conditions shall be applicable. Under certain circumstances the Invitation Telex and the Terms Telex may be combined in a single communication, in which case any reference herein to either the Invitation Telex or the Terms Telex shall refer to such single communication. Any Invitation Telex, the Terms Telex and these Basic Provisions are together referred to herein as this "Agreement". (b) The Terms Telex specifies, with respect to the Underwriter to whom such Terms Telex is addressed, (i) the amount of the underwriters named Securities to be purchased by such Underwriter, the purchase price to be paid by such Underwriter for the Securities, (ii) the public offering price of the Securities or, if the initial public offering price is to be determined by a formula based on market prices, the terms of the formula, (iii) the interest rate, if any, (iv) the selling, concession, if any, to be allowed to Selected Dealers (as defined in Section 5(c) hereof), (v) the amount of any reallow to other dealers, (vi) the Representatives' compensation for managing the offering, (vii) certain information with respect to the Trustee, if any, and (viii) other matters, including whether the Underwriting Agreement provides the Underwriters with an option to purchase additional Securities (the "Option Securities") to cover over-allotments and whether the Underwriters are authorized to solicit institutional investors to purchase Securities pursuant to Delayed Delivery Contracts, certain terms thereof and the Underwriters"). We' compensation therefor. (c) By its acceptance by telegram, as sole representative telex, Graphic Scanning, or telephone call (confirmed immediately in writing) of the Underwriters or, we and one Invitation Telex or more other representatives of the Underwriters as are named in the Invitation, Terms Telex as the case may be, are herein referred to as the "Representatives". The Underwriting Agreement shall be in the form (with all such additions, modifications and deletions as the Representatives shall deem appropriate) that shall have been filed with, and be publicly available from, the Securities and Exchange Commission (the "Commission") or such other regulatory authority as we shall specify in the Invitation or that we shall send to you (or make available for you review in our office) as soon as practicable. By your Acceptance, you agree and authorize us to agree to purchase on your behalf, in accordance with the terms thereof and its acceptance of an allotment of Securities as set forth in the Terms Telex, each Underwriter agrees that it will purchase, on the terms and conditions set forth in the Underwriting Agreement, (a) in the Invitation Telex, if any, in the Terms Telex, in the Prospectus referred to below and herein, the amount of the such Securities set forth opposite your name in the Underwriting Agreement to be purchased by it. (which amount d) If acceptance of an Invitation Telex has been received, the Terms Telex may exceed state that an Underwriter will be deemed to have accepted an allotment of Securities unless the amount set forth Syndicate Department of Shearson Xxxxxx Brothers Inc. receives a telegram, telex or Graphic Scanning prior to the time specified in the Invitation by not more than __% as result of an increase in the aggregate amount of the Securities or a reallotment of the Securities among the Underwriters) plus the amount of any Securities that you may become obligated to purchase, other than the amount of any Over-Allotment Securities, pursuant to Section 5 hereof (collectively, your "Initial Commitment"), plus (b) the amount of any Over-Allotment Securities that you may become obligated to purchase by reason of the exercise of an option provided in the Underwriting Agreement (including any such Securities purchased pursuant to Section 5 hereof), less (c) the amount of any Securities contracted to be sold pursuant to any Delayed Delivery Contracts ("Contract Securities") allocated to you in accordance with the last paragraph of Section 6 hereof. The Securities that, after adding any such increases to and subtracting any such decrease from your Initial Commitment, you are obligated to purchase pursuant to the Underwriting Agreement are herein referred to collectively as "your Securities". The percentage that an Underwriter's Initial Commitment bears to the aggregate Initial Commitments of all of the Underwriters is hereinafter referred to as the "Initial Commitment Percentage" Terms Telex giving notice of such Underwriter's rejection of its allotment of Securities. 3 Your Acceptance shall also constitute (i) your representation Notwithstanding the foregoing, in certain instances the Representatives may notify the Underwriters that your commitment no affirmative acceptance to purchase your Securities either any Invitation Telex or the Terms Telex may be required. In such case. an Underwriter will not result in a violation of the financial responsibility requirements of Rule 15c3-1 (or any successor provision) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any similar requirements of the National Association of Securities Dealers, Inc. ("NASD"), if you are a member, or of any securities exchange to which you belong; (ii) your confirmation that the information that you have given or are be deemed to have given in response accepted an allotment or Securities unless the Syndicate Department of Shearson Xxxxxx Brothers Inc. receives a telegram telex or Graphic Scanning prior to the Master Underwriters' Questionnaire, attached as Exhibit A hereto, is correct; and (iii) your consent to the inclusion in any registration statement, prospectus or offering circular (as hereinafter defined) in connection with an Offering, as such may be amended or supplemented, of a reference to you as one of the Underwriters of the Securities and of certain information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire. You agree to notify us immediately of any development before the termination of this Agreement with respect to any Offering which makes untrue or incomplete any information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, and you consent to the inclusion of the information with respect to such development in such registration statement, prospectus or offering circular. In the event that the Securities include debt obligations maturing serially, your Securities shall include, subject to any adjustments provided for time specified in the Underwriting Agreement or in the Invitation, a principal amount of each series Terms Telex giving notice of such debt obligations that equals your Initial Commitment Percentage Underwriter's rejection of the aggregate principal amount its allotment of such seriesSecurities.

Underwriting Arrangements. In connection with each Offering, one or more of the issuer, one or more shareholders of the issuer, or any seller, other seller (a "Selling Securityholder") and any guarantor or insurer of the Securities will shall enter into an underwriting or purchase agreement and may enter into an associated terms agreement or similar agreement (collectively, the "Underwriting Agreement") (with such additions, modifications and deletions as we shall, acting as sole representative or as lead representative of one or more other representatives of the Underwriters, in our sole discretion deem appropriate) which we shall as soon as practicable send to you (or make available for your review in our office) or which shall have been filed with, and publicly available from, the Securities and Exchange Commission (the "Commission"), with us acting either as sole representative or as lead representative of one or more other representatives of the underwriters named in the Underwriting Agreement (the "Underwriters"). We, as sole representative of the Underwriters orin either such capacity, we and one or more other representatives of the Underwriters as are named in the InvitationInvitation or the Final Communication, as the case may be, are herein referred to as the "Representatives". The Underwriting Agreement shall be in the form (with all such additions, modifications and deletions as the Representatives shall deem appropriate) that shall have been filed with, and be publicly available from, the Securities and Exchange Commission (the "Commission") or such other regulatory authority as we shall specify in the Invitation or that we shall send to you (or make available for you review in our office) as soon as practicable. By your Final Acceptance, you agree and authorize us to agree to purchase on your behalfbehalf to purchase, in accordance with the terms of the Underwriting AgreementAgreement or any Inter-Syndicate Agreements, as the case may be, (a) the amount of the Securities (the "Firm Securities") set forth opposite your name in the Underwriting Agreement (which amount may exceed the amount set forth in the Invitation or Final Communication by not more than __20% as a result of an increase in the aggregate amount of the Securities or a reallotment of the Securities among the Underwriters) plus ), exclusive of any Additional Securities (the maximum amount of any Securities that which, after a corresponding increase, will also be set forth opposite your name therein), plus such amount of Securities, if any, which you may become obligated to purchase, other than the amount of any Over-Allotment Securities, purchase pursuant to Section 5 15 hereof (collectively, your the "Initial Commitment"), plus (b) the such amount of any Over-Allotment Securities that Additional Securities, if any, which you may become obligated to purchase by reason of the exercise of an the option provided in the Underwriting Agreement (including any such Securities purchased pursuant to Section 5 hereof)Agreement, less plus (c) the amount of any Other Securities, if any, which you may, subject to the limitation provided in Section 4 hereof, become obligated to purchase by reason of purchases for your account made pursuant to such Inter-Syndicate Agreements, less (d) such amount, if any, of Securities as are contracted to be sold pursuant to any Delayed Delivery Contracts ("Contract Securities") allocated to you in accordance with the last paragraph of Section 6 5 hereof. The Securities thatwhich, after adding any such increases to and subtracting any such decrease from increase or reduction of your Initial Commitment, you are obligated to purchase pursuant to the Underwriting Agreement and such Inter-Syndicate Agreements are herein referred to collectively herein as "your Securities". The percentage that an Underwriter's Initial Commitment bears to the aggregate Initial Commitments of all of the Underwriters is hereinafter referred to as the "Initial Commitment Percentage" of such Underwriter. 3 Your Acceptance shall also constitute (i) your representation that your commitment to purchase your Securities will not result in a violation of the financial responsibility requirements of Rule 15c3-1 (or any successor provision) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any similar requirements of the National Association of Securities Dealers, Inc. ("NASD"), if you are a member, or of any securities exchange to which you belong; (ii) your confirmation that the information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, attached as Exhibit A hereto, is correct; and (iii) your consent to the inclusion in any registration statement, prospectus or offering circular (as hereinafter defined) in connection with an Offering, as such may be amended or supplemented, of a reference to you as one of the Underwriters of the Securities and of certain information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire. You agree to notify us immediately of any development before the termination of this Agreement with respect to any Offering which makes untrue or incomplete any information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, and you consent to the inclusion of the information with respect to such development in such registration statement, prospectus or offering circular. In the event that the Securities include consist in whole or in part of debt obligations maturing serially, your the serial Securities shall includebeing purchased by each Underwriter pursuant to the Underwriting Agreement will consist, subject to any adjustments adjustment as provided for in the Underwriting Agreement or Agreement, of serial Securities of each maturity in the Invitation, a principal amount of each series of such debt obligations that equals your Initial Commitment Percentage of which bears the same proportion to the aggregate principal amount of serial Securities of such seriesmaturity to be purchased by all the Underwriters as the respective principal amount of serial Securities set forth opposite such Underwriter's name in the Underwriting Agreement bears to the aggregate principal amount of the serial Securities to be purchased by all the Underwriters.