Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 2002, or at such other time on the same or such other date, not later than December ___, 2002, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___May 28, 20022010, or at such other time on the same or such other date, not later than December ___, 2002the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __July 7, 20032010, as shall be designated in writing by you. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ____________, 20021997, or at such other time on the same or such other date, not later than December _________, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _______, 20031997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 2002, or at such other time on the same or such other date, not later than December ___, 2002, as shall be designated closing date and time set forth in writing by youSchedule I hereto. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date and time specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __, 2003the third business day thereafter, as shall may be designated in writing by you. The Firm Shares Securities and the Additional Shares Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___[●], 20022021, or at such other time on the same or such other date, not later than December ___[●], 20022021, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __[●], 20032021, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or and the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforand (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City by wire transfer as designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 20022009, or at such other time on the same or such other date, not later than December ___, 20022009, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City by wire transfer as designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 hereof or at such other time on the same or on such other date, in any event not later than January __, 20032009, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City Chicago against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.9:00 A.M., New York City Chicago time, on December __________, 20021997, or at such other time on the same or such other date, not later than December _____________, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City Chicago against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.9:00 A.M., New York City Chicago time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January than, ______________, 20031997, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on December ___[—], 20022014, or at such other time on the same or such other date, not later than December ___[—], 20022014, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __[—], 20032014, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) subject to any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company by wire transfer in Federal or other funds immediately available in New York City funds to the account specified by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ____________, 20021999, or at such other time on the same or such other date, not later than December _________, 20021999, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATEClosing Date". Payment for any Additional Shares shall be made to the Company by wire transfer in Federal or other funds immediately available in New York City funds to the account specified by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January _______, 20031999, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___________, 20022000, or at such other time on the same or such other date, not later than December __________, 20022000, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _______________, 20032000, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City time, on December ___18, 20022018, or at such other time on the same or such other date, not later than December ___26, 20022018, as shall be designated in writing by you. The time and date of such payment payments are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003, as shall be designated in writing by you. “Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller UPC shall be made to such Seller UPC in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 20022003, or at such other time on the same or such other date, not later than December ___, 20022003, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE"“First Closing Date” (the First Closing Date and each Option Closing Date, if any, being sometimes referred to herein as a “Closing Date”). Payment for any Additional Shares to be sold by UPC shall be made to the Company UPC in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the First Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the First Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___[ 🌑 ], 20022020, or at such other time on the same or such other date, not later than December ___[ 🌑 ], 20022020, as shall be designated in writing by youthe Representatives. The time and date of such payment and delivery are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __[ 🌑 ], 20032020, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December __________, 20021997, or at such other time on the same or such other date, not later than December __________, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATEClosing Date". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _______________, 20031997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ____________, 2002, or at such other time on the same or such other date, in any event not later than December _________, 2002, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 2, or at such other time on the same or on such other date, in any event not later than January _______, 20032002, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 20022006, or at such other time on the same or such other date, not later than December ___, 20022006, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company and the Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January December __, 20032006, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on December _March __, 20021997, or at such other time on the same or such other date, not later than December March ____ , 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares shall be made to the Company in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January April __, 20031997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in in. such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on December ___November 28, 20022012, or at such other time on the same or such other date, not later than December ___, 200210 business days after the Closing Date, as shall be designated in writing by youthe Representative. The time and date of such payment are hereinafter herein referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __December 19, 20032012, as shall be designated in writing by youthe Representative. The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters at 10:00 a.m., New York City time, on December ___June 24, 20022015, or at such other time on the same or such other date, not later than December ___July 1, 20022015, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares Shares, if purchased after the Closing Date, shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __, 2003the tenth business day thereafter, as shall may be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Shareholder shall be made to such Seller the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December _June __, 2002, or at such other time on the same or such other date, not later than December _June, __, 2002, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January July __, 20032002, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., a.m. New York City time, on December _________, 20021997, or at such other time on the same or such other date, in any event not later than December __________, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., a.m. New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January ___________, 20031997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on December _______ __, 20021998, or at such other time on the same or such other date, not later than December _______ __, 20021998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same 2 or on such other date, in any event not later than January _______ __, 20031998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City Chicago, Illinois against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.9:00 A.M., New York City Chicago, Illinois time, on December _______________, 20021997, or at such other time on the same or such other date, not later than December _______________, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City Chicago, Illinois against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.9:00 A.M., New York City Chicago, Illinois time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _______________, 20031997, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares LP Units to be sold by each Seller the Partnership shall be made to such Seller the Partnership in Federal or other funds immediately available in New York City against delivery of such Firm Shares LP Units for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___[—], 20022011, or at such other time on the same or such other date, not later than December ___[—], 20022011, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares Optional LP Units shall be made to the Company Partnership in Federal or other funds immediately available in New York City against delivery of such Additional Shares Optional LP Units for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __[—], 20032011, as shall be designated in writing by you. The Firm Shares LP Units and Additional Shares Optional LP Units shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares LP Units and Additional Shares Optional LP Units shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, Underwriters with any transfer taxes payable in connection with the transfer of the Shares LP Units to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on December ____________, 20021997, or at such other time on the same or such other date, not later than December _________, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the notice described in Section 3 4 or at such other time on the same or on such other date, in any event not later than January _______, 20031997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on December ___March 3, 20022020, or at such other time on the same or such other date, not later than December ___March 10, 20022020, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __the last day of the 13-day period beginning on, 2003and including, the Closing Date, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Representatives, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instructInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefortherefor plus accrued interest, if any, to the date of payment and delivery.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 20022015, or at such other time on the same or such other date, not later than December ___, 20022015, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 20032015, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefortherefor and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on December ___February 18, 20021998, or at such other time on the same or such other date, not later than December ___February 25, 20021998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __March 18, 20031998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." Certificates for the Firm Shares Securities and Additional Shares Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and Additional Shares Securities shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instructInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price thereforPrice.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___• , 20022007, or at such other time on the same or such other date, not later than December ___• , 20022007, as shall be designated in writing by youboth of Xxxxxx Xxxxxxx and Xxxxxx Brothers on behalf of the Underwriters. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __• , 20032007, as shall be designated in writing by youboth of Xxxxxx Xxxxxxx and Xxxxxx Brothers on behalf of the Underwriters. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on December ___June 28, 20022018, or at such other time on the same or such other date, not later than December ___July 5, 20022018, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __the last calendar day of the 13-calendar day period beginning on, 2003and including, the Closing Date, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Representatives, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instructInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___June 18, 20022018, or at such other time on the same or such other date, not later than December ___June 18, 20022018, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __July 13, 20032018, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___March 11, 20022019, or at such other time on the same or such other date, not later than December ___March 11, 20022019, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __April 5, 20032019, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment paid and (ii) any withholding required by law in connection with the issuance of Shares by the Purchase Price thereforCompany to the Underwriters.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___September [27], 20022018, or at such other time on the same or such other date, not later than December ___October [4], 20022018, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __, 2003seven days after the date so specified, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller by wire transfer in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___July 28, 20022004, or at such other time on the same or such other date, not later than December ___August 7, 20022004, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares shall be made to the Company by wire transfer in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __August 27, 20032004, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless against payment of the Representatives shall otherwise instruct, with any Purchase Price therefor. The Company will pay in a timely manner transfer taxes payable in connection with the transfer of the Shares to be sold by the Underwriters duly paidCompany, against payment and the Selling Stockholders will pay in a timely manner transfer taxes payable in connection with the transfer of the Purchase Price thereforShares to be sold by the Selling Stockholders.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 20022011, or at such other time on the same or such other date, not later than December ___, 20022011, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __December , 20032011, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on December July ___, 20021998, or at such other time on the same or such other date, not later than December July ___, 20021998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January August ___, 20031998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for of the Firm Shares to purchase price for, and delivery of certificates for, the Securities shall be sold made at the offices of Xxxxx & XxXxxxx LLP, 0000 Xxxxxx xx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by each Seller the Representative and the Company, at 9:00 A.M. (New York City time) on the fifth (sixth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 9), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). Payment shall be made to such Seller in Federal or other funds the Company by wire transfer of immediately available in New York City funds to a bank account designated by the Company against delivery of such Firm Shares to the Representative for the respective accounts of the several Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities, which it has agreed to purchase. Xxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least one full business day before the Closing Time. The certificates for the Securities will be made available for examination and packaging by the Representative in The City of New York not later than 10:00 a.m., A.M. (New York City time, on December ___, 2002, or at such other time ) on the same or such other date, not later than December ___, 2002, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforTime.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on December ___________________________, 20021997, or at such other time on the same or such other date, not later than December ___________________________, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares shall be made to the Company in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January ___________________________, 20031997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller by wire transfer in Federal or other funds immediately available funds to the account specified by the Company to the Representatives in New York City against delivery of such Firm Shares for the respective accounts case of the several Underwriters Underwritten Securities, at the offices of Xxxxxx LLP, One Freedom Square, Reston Town Center, 00000 Xxxxxxx Xxxxx, Xxxxxx, XX 00000, at 10:00 a.m., New York City time, on December ___April 7, 20022015, or at such other time or place on the same or such other date, including by electronic exchange of documents, not later than December ___, 2002the fifth business day thereafter, as shall be designated the Representatives and the Company may agree upon in writing writing, or, in the case of the Option Securities, on the date and at the time and place specified by youthe Representatives in the written notice of the Initial Purchasers’ election to purchase such Option Securities. The time and date of such payment are hereinafter for the Underwritten Securities is referred to herein as the “Closing Date” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the "CLOSING DATE"“Additional Closing Date”. Payment for any Additional Shares shall the Securities to be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, purchased on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several UnderwritersInitial Purchasers of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, unless the Representatives shall otherwise instruct“Global Note”), with any transfer taxes payable in connection with the transfer sale of such Securities duly paid by the Shares Company. The Global Note will be made available for inspection by the Representatives at the office of JMP Securities LLC set forth above not later than 1:00 p.m., New York City time, on the business day prior to the Underwriters duly paidClosing Date or the Additional Closing Date, against payment of as the Purchase Price thereforcase may be.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such each Forward Seller (or, in the case of delivery by the Company in accordance with Section 12, to the Company) in Federal or other funds immediately available in New York City against delivery of such Firm Shares for on the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 2002closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later than December ___, 2002the fifth business day thereafter, as shall may be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any the Additional Shares (if any) shall be made to each Forward Seller (or, in the case of delivery by the Company pursuant to Section 3(a)(ii)(B) or Section 12, to the Company) in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003the tenth business day thereafter, as shall may be designated in writing by youthe Representatives. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December October ___, 20021997, or at such other time on the same or such other date, not later than December October ___, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January October __, 20031997, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." Certificates for the Firm Shares Securities and Additional Shares Securities shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and Additional Shares Securities shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Shareholder shall be made to such Seller the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December _July __, 20022003, or at such other time on the same or such other date, not later than December _August __, 20022003, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January September __, 2003, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___November 18, 20022016, or at such other time on the same or such other date, not later than December ___, 2002the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __, 2003the fifth business day thereafter, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price or the Representatives Other Firm Shares Purchase Price payable by the Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ____________, 20021999, or at such other time on the same or such other date, not later than December _________, 20021999, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _______, 20031999, as shall be designated in writing by youthe U.S. Representatives. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Fund in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on December ___, 2002, [CLOSING DATE] or at such other time on the same or such other date, not later than December ___, 2002[10 BUSINESS DAYS AFTER CLOSING DATE], as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003[45 DAYS AFTER PRICING DATE PLUS 10 BUSINESS DAYS], as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Stockholder shall be made to such Seller Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___August 11, 20022021, or at such other time on the same or such other date, not later than December ___August 18, 20022021, as shall be designated agreed upon in writing by the Company and you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares to be sold by each Selling Stockholder shall be made to the Company such Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than January __September 10, 20032021, as shall be designated agreed upon in writing by the Company, the Selling Stockholders and you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforand (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___[●], 20022021, or at such other time on the same or such other date, not later than December ___[●], 20022021, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __[●], 20032021, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City Washington, D.C. against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeEastern Time, on December ___, 2002, 2013 or at such other time on the same or such other date, not later than December ___, 2002, 2013 as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City Washington, D.C. against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeEastern Time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __, 2003, 2013 as shall be designated in writing by youthe Representatives. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) for the accounts of the Underwriters, unless the Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 12:00 p.m., Eastern Time, on the business day prior to the Closing Date or Optional Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller EquiServe Trust Company, N.A. in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___July 1, 2002, 2003 or at such other time on the same or such other date, not later than December ___July 8, 20022003, as shall be designated in writing by you. The date and time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares shall be made to the Company EquiServe Trust Company, N.A. in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __August 8, 2003, as shall be designated in writing by you. The Firm Shares time and Additional date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional certificates evidencing the Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December October ___, 20021997, or at such other time on the same or such other date, not later than December October ___, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January October __, 20031997, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Fund in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on December ___, 2002[CLOSING DATE], or at such other time on the same or such other date, not later than December ___, 2002[10 business days after Closing Date], as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003[45 DAYS AFTER PRICING DATE PLUS 10 BUSINESS DAYS], as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each -------------------- Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ____________, 20022000, or at such other time on the same or such other date, not later than December _________, 20022000, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _______, 20032000, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 20022016, or at such other time on the same or such other date, not later than December ___, 20022016, as shall be designated in writing by youthe Managers. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 20032016, as shall be designated in writing by youthe Managers. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Managers on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City City, or at such other location as may be mutually acceptable, against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 6:00 a.m., New York City Pacific time, on December ___March 18, 20022019, or at such other time on and date as the same or such other date, not later than December ___, 2002, as shall be designated in writing by youRepresentative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City City, or at such other location as may be mutually acceptable, against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the such date and time specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other datedate as may be mutually acceptable, in any event not later than January __April 17, 2003, as shall be designated in writing by you2019. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. If the Representative so elects, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer delivery of the Firm Shares or the Option Shares may be made by credit through full fast transfer to the Underwriters duly paid, against payment of accounts at The Depository Trust Company designated by the Purchase Price thereforRepresentative.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City time, on December ___September 18, 20022020, or at such other time on the same or such other date, not later than December ___September 25, 20022020, as shall be designated in writing by you. The time and date of such payment payments are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __October 23, 20032020, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on December ___October , 20021997, or at such other time on the same or such other date, not later than December __________, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _________, 2003199_, as shall be designated in writing by youthe U.S. Representatives. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Notes shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Notes for the respective accounts of the several Underwriters at 10:00 a.m.[10:00] [a.m][p.m.], New York City time, on December ___August [•], 20022021, or at such other time on the same or such other date, not later than December ___August [•], 20022021, as shall be designated in writing by youX. Xxxxx. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares Notes shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Notes for the respective accounts of the several Underwriters at 10:00 a.m.[10:00] [a.m][p.m.], New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __August [•], 20032021, as shall be designated in writing by youX. Xxxxx. The Firm Shares Notes and Additional Shares Notes shall be registered in such names and in such denominations as you X. Xxxxx shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Additional Closing Date, as the case may be. The Firm Shares Notes and Additional Shares Notes shall be delivered to you X. Xxxxx on the Closing Date or an Option Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares Notes to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___May 16, 20022011, or at such other time on the same or such other date, not later than December ___May 23, 20022011, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company each Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __June 23, 20032011, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 2002, 2004,1 or at such other time on the same or such other date, not later than December ___, 2002, 2004,2 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __, 2003, 2004,3 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Insert date 3 business days or, in the event the offering is priced after 4:30 p.m. Eastern Time, 4 business days after date of Underwriting Agreement. Insert date 5 business days after the date inserted in accordance with note 2 above. Insert date 10 business days after the expiration of the green shoe option. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller by wire transfer in Federal or other funds immediately available funds to the account specified by the Company to the Representatives in New York City against delivery of such Firm Shares for the respective accounts case of the several Underwriters Underwritten Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, at 10:00 a.m., New York City time, on December ___March 4, 20022015, or at such other time or place on the same or such other date, not later than December ___, 2002the fifth business day thereafter, as shall be designated the Representatives and the Company may agree upon in writing writing, or, in the case of the Option Securities, on the date and at the time and place specified by youthe Representatives in the written notice of the Initial Purchasers’ election to purchase such Option Securities. The time and date of such payment are hereinafter for the Underwritten Securities is referred to herein as the “Closing Date” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the "CLOSING DATE"“Additional Closing Date”. Payment for any Additional Shares shall the Securities to be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, purchased on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several UnderwritersInitial Purchasers of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, unless the Representatives shall otherwise instruct“Global Note”), with any transfer taxes payable in connection with the transfer sale of such Securities duly paid by the Shares Company. The Global Note will be made available for inspection by the Representatives at the office of Xxxxxx Xxxxxxx & Co. LLC set forth above not later than 1:00 p.m., New York City time, on the business day prior to the Underwriters duly paidClosing Date or the Additional Closing Date, against payment of as the Purchase Price thereforcase may be.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Shareholder shall be made to such Seller the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ______, 2002, 2006 or at such other time on the same or such other date, not later than December ________, 2002, 2006 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _____________, 20032006, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may bename of Cede. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 2002[ ], or at such other time on the same or such other date, not later than December ___, 2002[ ], as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company Sellers in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _______, 2003, 2002 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Additional Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option applicable Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Shareholder shall be made to such Seller the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___September -, 20022003, or at such other time on the same or such other date, not later than December ___September -, 20022003, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __September -, 2003, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 20022011, or at such other time on the same or such other date, not later than December ___, 20022011, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to [the Company Company/each Seller] in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 20032011, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December [____________], 20022019, or at such other time on the same or such other date, not later than December [_________], 20022019, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Sellers in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January [_______], 20032019, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Shareholder shall be made to such Seller the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___May 18, 20022009, or at such other time on the same or such other date, not later than December ___May 26, 20022009, as shall be designated in writing by youthe Underwriters. The time and date of such payment are hereinafter referred to as the "CLOSING DATE"“Closing Date”. Payment for any Additional Shares shall be made to the Company Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __June 25, 20032009, as shall be designated in writing by youthe Underwriters. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Underwriters on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___[●], 20022021, or at such other time on the same or such other date, not later than December ___[●], 20022021, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Sellers in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 ‎3 or at such other time on the same or on such other date, in any event not later than January __[●], 20032021, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law (it being understood that no such witholding is required under current law).

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 9:00 a.m., New York City time, on December ___January o, 20022000, or at such other time on the same or such other date, not later than December ___January o, 20022000, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 9:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other later date, in any event not later than January __o, 2003, 2000 as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at the offices of Ropes & Gxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other places as shall be agreed upon by the Representative and the Company at 10:00 a.m., New York City time, on December ___March 26, 20022019, or at such other time on the same or such other date, not later than December ___, 2002, date as shall be designated in writing by youthe Representative. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __April 20, 20032019, as shall be designated in writing by youthe Representative. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___July [•], 20022007, or at such other time on the same or such other date, not later than December ___July [•], 20022007, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __July [•], 20032007, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment of the purchase price for the Firm Shares to be sold by each Seller Securities shall be made to such Seller in Federal or other funds immediately available in New York City against delivery at the offices of such Firm Shares Xxxxxx, Hall & Xxxxxxx LLP, counsel for the respective accounts of the several Underwriters Company, at 10:00 a.m.0 Xxxxxxxxxxxxx Xxxxx, New York City timeXxxxxx, on December ___, 2002Xxxxxxxxxxxxx 00000, or at such other time place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (Eastern time) on the same third business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other date, time not later than December ___, 2002, ten business days after such date as shall be designated in writing agreed upon by youthe Representatives and the Company, and such payment shall be made against delivery, at such time, of one or more global Securities to a custodian for The Depository Trust Company (“DTC”), to be held by DTC initially for the accounts of the several Underwriters. The time and date of such payment are hereinafter referred to as and delivery is herein called the "CLOSING DATE"“Closing Time”. Payment for any Additional Shares shall be made to the Company in Federal or other funds by wire transfer of immediately available funds to a bank account designated by the Company. It is understood that each Underwriter has authorized the Representatives, for its account, to acknowledge receipt of, and make payment of the purchase price for, the Securities which it has agreed to purchase. Any of the Representatives individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Global Securities will be made available for examination and packaging by the Representatives in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.York, New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full 2:00 P.M. (Eastern time) on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforTime.

Payment and Delivery. Payment for the Firm Shares Senior Notes to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares Senior Notes for the respective accounts of the several Underwriters at the offices of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000, or at such other places as shall be agreed upon by the Representative and the Company, at 10:00 a.m., New York City time, on December ___March 23, 20022012, or at such other time on the same or such other date, not later than December ___March 23, 20022012, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares Senior Notes shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Senior Notes for the respective accounts of the several Underwriters at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __April 18, 20032012, as shall be designated in writing by youthe Representatives. The Firm Shares Senior Notes and Additional Shares Senior Notes shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Senior Notes and Additional Shares Senior Notes shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company by wire transfer in Federal or other funds immediately available to a bank account designated by the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on December ___August 19, 20022003, or at such other time on the same or such other date, not later than December ___August 26, 20022003, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares Securities shall be made to the Company by wire transfer in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __September 25, 2003, as shall be designated in writing by you. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instructInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefortherefor plus accrued interest, if any, to the date of payment and delivery.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City funds to such account or accounts as may be designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___November 18, 2002, 2021 or at such other time on the same or such other date, not later than December ___November 23, 20022021, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City funds to such account or accounts as may be designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __December 15, 20032021, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paidpaid and (ii) any withholding required by law, against payment except for (A) any withholding imposed on an Underwriter by reason of any connection between the Underwriter and a taxing jurisdiction, other than entering into this Agreement, receiving payments hereunder, performing its obligations hereunder or enforcing its rights hereunder, or (B) any withholding imposed by reason of the Purchase Price thereforfailure by an Underwriter to comply with a request to provide certification, information, documents or other evidence concerning the nationality, residence, identity or status of the Underwriter, to make any declaration or similar claim or to satisfy any other reporting requirement required by a statute, treaty, regulation or administrative practice of the jurisdiction imposing such withholding or taxes as a precondition to exemption from all or part of such withholding or taxes.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 20022015, or at such other time on the same or such other date, not later than December ___, 20022015, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 20032015, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at the offices of Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP, Oxx Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000, or at such other places as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on December ___July 23, 20022012, or at such other time on the same or such other date, not later than December ___July 30, 20022012, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __August 21, 20032012, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___[ ], 20021998, or at such other time on the same or such other date, not later than December ___[ ], 20021998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January [_________], 20031998, as shall be designated in writing by youthe U.S. Representatives. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares Units to be sold by each Seller the Selling Unitholder shall be made to such Seller the Selling Unitholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares Units for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___August 5, 2002, 2014 or at such other time on the same or such other date, not later than December ___August 14, 2002, 2014 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Firm Closing Date.” Payment for any Additional Shares Units shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Units for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __September 6, 20032014, as shall be designated in writing by you. The Firm Shares Units and Additional Shares Units shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Firm Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Units and Additional Shares Units shall be delivered to you through the facilities of the Depository Trust Company on the Firm Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at the offices of Ropes & Xxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other places as shall be agreed upon by the Representative and the Company at 10:00 a.m., New York City time, on December ___March 14, 20022022, or at such other time on the same or such other date, not later than December ___, 2002, date as shall be designated in writing by youthe Representative. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __April 8, 20032022, as shall be designated in writing by youthe Representative. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 2002200 , or at such other time on the same or such other date, not later than December ___, 2002200 , as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003200 , as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on December ___12, 20022022, or at such other time on the same or such other date, not later than December ___19, 20022022, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __the last day of the 13-day period beginning on, 2003and including, the Closing Date, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Representatives, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instructInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefortherefor plus, with respect to the Additional Securities, accrued interest, if any, to the date of payment and delivery.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December April ___, 20021998, or at such other time on the same or such other date, not later than December April ___, 20021998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January May __, 20031998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ____________, 20022003, or at such other time on the same or such other date, not later than December _________, 20022003, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _______, 2003, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a closing to be held at the offices of Shearman & Sterling, 599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00:00 a.m., New York City time, on December _____, 20021998, or at such other time on the same or such other date, not later than December ____ __, 20021998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a closing to be held at the offices of Shearman & Sterling, 599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00:00 a.m., New York City time, on the date specified in the notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January _______, 20031998, as shall be designated in writing by youthe U.S. Representatives. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.you

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company and to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December _August __, 20021998, or at such other time on the same or such other date, not later than December _August __, 20021998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company and to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January September __, 20031998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE."Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller or as directed by each Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for on the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 2002closing date and time set forth in Schedule I-A hereto, or at such other time on the same or such other date, not later than December ___, 2002the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares to be sold by the Selling Shareholders shall be made to the Company or as directed by each Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003the third business day thereafter, as shall be designated in writing by you. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on December ___June 2, 20022015, or at such other time on the same or such other date, not later than December ___June 9, 20022015, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __, 2003the last day of the Exercise Period, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Representatives, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instructInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefortherefor plus accrued interest, if any, to the date of payment and delivery.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on December ___May 16, 2002, 2012 or at such other time on the same or such other date, not later than December ___, 200210 business days after the Closing Date, as shall be designated in writing by youthe Representative. The time and date of such payment are hereinafter herein referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __June 15, 20032012, as shall be designated in writing by youthe Representative. The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___, 2002, or at such other time on the same or such other date, not later than December ___, 2002, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares Notes shall be made to the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares Firm Notes for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on [ ], or at such other time on the same or such other date as shall be designated in writing by the Representative. The time and date of such payment are herein referred to as the “Closing Date.” Payment for any Additional Notes shall be made to the Company in Federal or other funds immediately available to a bank account designated by the Company against delivery of such Additional Notes for the respective accounts of the several Underwriters at 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003[ ], as shall be designated in writing agreed by youthe Representative and the Company. The time and date of any such payment for Additional Notes are herein referred to as the “Option Closing Date.” The Firm Shares Notes and Additional Shares Notes shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Notes and Additional Shares Notes shall be delivered to you the Representative through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares Securities to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on December ____________, 20021997, or at such other time on the same or such other date, not later than December _________, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January _______, 20031997, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." The Firm Shares Securities and Additional Shares Securities shall be prepared in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City 11 13 time, on December ___-, 20021997, or at such other time on the same or such other date, not later than December ___-, 20021997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several U.S. Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __-, 20031997, as shall be designated in writing by youthe U.S. Representatives. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 9:00 a.m., New York City time, on December ___March 18, 20022013, or at such other time on the same or such other date, not later than December ___March 25, 20022013, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Firm Closing Date.” Payment for any Additional Shares shall be made to the Company respective Selling Shareholders in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 9:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __April 25, 20032013, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Firm Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Firm Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless against payment of the Representatives shall otherwise instructPurchase Price therefor, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of paid by the Purchase Price thereforCompany or the Selling Shareholders.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on December ___January 14, 20022020, or at such other time on the same or such other date, not later than December ___January 21, 20022020, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __the last calendar day of the 13-calendar day period beginning on, 2003and including, the Closing Date, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Representatives, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instructInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ____________, 20022003, or at such other time on the same or such other date, not later than December _________, 20022003, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _______, 2003, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ____________, 20022005, or at such other time on the same or such other date, not later than December _________, 20022005, as shall be designated in writing by youboth of Morgan Stanley and JPMorgan on behalf of the Underwriters. The time and date of such anx xxxx xx xxxx payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January _______, 20032005, as shall be designated in writing by youboth of Morgan Stanley and JPMorgan on behalf of the Underwriters. The Firm Shares Txx Xxxm Xxxxxx and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___September 25, 2002, 2013 or at such other time on the same or such other date, not later than December ___October 2, 2002, 2013 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Optional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Optional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January __November 4, 2003, 2013 as shall be designated in writing by you. The It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and Additional any Optional Shares the Underwriters have agreed to purchase. Jefferies and Xxxxxx Xxxxxxx, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Offered Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Optional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Notes shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Notes for the respective accounts of the several Underwriters at [10:00 a.m.a.m], New York City time, on December October ____, 20022023, or at such other time on the same or such other date, not later than December October ____, 20022023, as shall be designated in writing by youX. Xxxxx. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares Notes shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Notes for the respective accounts of the several Underwriters at [10:00 a.m.a.m], New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January [________], 20032023, as shall be designated in writing by youX. Xxxxx. The Firm Shares Notes and Additional Shares Notes shall be registered in such names and in such denominations as you X. Xxxxx shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Additional Closing Date, as the case may be. The Firm Shares Notes and Additional Shares Notes shall be delivered to you X. Xxxxx on the Closing Date or an Option Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares Notes to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ____________, 20022006, or at such other time on the same or such other date, not later than December _________, 20022006, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". ." Payment for any Additional Shares shall be made to the Company Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than January _______, 20032006, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless the Representatives shall otherwise instruct, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___February 26, 20022013, or at such other time on the same or such other date, not later than December ___March 5, 20022013, as shall be designated in writing by you. The time and date of such payment are hereinafter herein referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares to be sold by the Selling Shareholders named in Schedule IV hereto shall be made to the Company such Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __, 2003ten business days after your option to purchase the Additional Shares expires, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December ___[ ], 20022013, or at such other time on the same or such other date, not later than December ___[ ], 2002, 2013 as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than January __[ ], 20032013, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, unless . The Purchase Price payable by the Representatives Underwriters shall otherwise instruct, with be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.