Common use of Payment Clause in Contracts

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ ▇S LLP, or at such other place as shall be agreed upon by the Representatives and the Fund, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund by wire transfer of immediately available funds to a bank account designated by the Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇, in▇▇▇▇▇ually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, or other evidence of, the Initial Securities Shares shall be made at the offices of Clifford Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 109), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the option to purchase Option Securities are purchased Shares is exercised by the Underwriters, payment of the purchase price for, and delivery of certificates for, or other evidence of, such Option Securities Shares shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment The parties hereto agree that payment by the Underwriters for the purchase of all Shares to be purchased by the Underwriters pursuant to this Agreement, whether from the Company or from the Selling Stockholders, shall be made by the Underwriters to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives for the respective several accounts of the Underwriters of certificates for for, or other evidence of, the Securities Shares to be purchased by themthem under this Agreement. It is understood that each Underwriter has authorized Payment shall be made to the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities Company and the Option Securities, if any, which it has agreed Selling Stockholders by wire transfer of immediately available funds to purchase. Merrill L▇▇▇▇, in▇▇▇▇▇ually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received bank accounts designated by the Closing Time or Company and the relevant Date of DeliverySelling Stockholders, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderagainst delivery to the Representatives for the several accounts of the Underwriters of certificates for, or other evidence of, the Shares to be purchased by them.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇ Day, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment Delivery of the purchase price for, and delivery of certificates for, the Initial Firm Securities shall be made at the offices of Clifford ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 11:00 A.M. (Eastern time) on the third (fourthFebruary 8, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2016 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Firm Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Firm Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇, in▇▇▇▇▇ually ▇▇ ▇▇▇▇▇ and UBS, each individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Firm Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment of the purchase price and delivery of the Additional Securities shall be made at the additional time of purchase in the same manner and at the same office as the payment for the Firm Securities. The Depositary Shares to be purchased by each Underwriter hereunder will be represented by one or more definitive global Depositary Receipts which will be deposited by or on behalf of the Company with DTC or its designated custodian. The Company will, or will direct the Depositary to, deliver the Depositary Shares to the Representatives for the account of each Underwriter, by causing DTC to credit the Depositary Shares to the accounts of the Representatives at DTC.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Shearman & Sterling, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany and the Selling Stockholder, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company and the Selling Stockholder (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company and the Selling Stockholder by wire transfer of immediately available funds to a bank account designated by the FundCompany and the Custodian pursuant to the Selling Stockholder's Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ & ▇S ▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In additionDelivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. The Pre-Funded Warrants shall be delivered to the purchasers of the Pre-Funded Warrants in definitive form, registered in such names and in such denominations as the purchasers of the Pre-Funded Warrants shall request in writing not later than the Closing Time. The Pre-Funded Warrants will be made available for inspection by the Representative on the business day prior to the Closing Time. The Company and the Representative shall instruct purchasers of the Pre-Funded Warrants in the public offering to make payment for the Pre-Funded Warrants on the Closing Time to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $12.459 per Pre-Funded Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants, and the Company shall deliver such Pre-Funded Warrants to such purchasers on the Closing Time in definitive form against such payment, in lieu of the Company’s obligation to deliver such Pre-Funded Warrants to the Underwriters; provided that the Company shall promptly (but in no event later than the Closing Time) pay $0.49836 per such Pre-Funded Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any or all the purchasers of the Option Securities are purchased by Pre-Funded Warrants in the Underwriters, public offering fail to make payment to the Company for all or part of the purchase price forPre-Funded Warrants on the Closing Time, and delivery of certificates forthe Representative may elect, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the written notice from the Representatives to the FundCompany, to receive shares of Common Stock in lieu of all or a portion of such Pre-Funded Warrants to be delivered to the Underwriters under this Agreement. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, for the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇BofA, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Fund Company (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account accounts designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇▇ & ▇S ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates or security entitlements for, such Option Securities shall be made at the above-above - mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment Delivery of the Securities shall be made to the Fund by wire transfer of immediately available funds to a bank account designated by the Fund, against delivery to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of certificates for the Securities purchase price thereof to be purchased the Company by themwire transfer payable in immediately available funds to an account specified by the Company. It is understood that each Underwriter has authorized the Representatives, for its accounttheir accounts, to accept delivery of, receipt for, and make payment of the purchase price for, for the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Each of the Representatives, in▇▇▇▇▇ually individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ ▇S LLPMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇ and Leerink ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ llp, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 7:00 A.M. (Eastern Pacific time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Shearman & Sterling, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriters and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Underwriters to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives Underwriters for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesUnderwriters, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill LPayment to the Company with respect to Securities the Underwriters have sold or expect to sell in the United States shall be made in U.S. dollars and payment to the Company with respect to Securities the Underwriters have sold or expect to sell in Canada shall be made in Canadian dollars , as set forth in Schedule B hereto. ▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the UnderwritersUnderwriters or the Sub-underwriter, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter or the Sub-underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter or the Sub-underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇S LLP▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Representative, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford D▇▇▇▇ & L▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇S LLP▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 or about 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1012), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill LM▇▇▇▇▇ S▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇S LLP▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundRepresentatives, at 10:00 9:30 A.M. (Eastern time) on the third (fourthMay 18, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)2009, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment for the Initial Securities and the Option Securities shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Initial Securities and the Option Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its such Underwriter’s account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Securities, including any Option Securities, if any, which that it has agreed to purchase. Merrill LEach of ▇▇▇▇▇▇▇, inSachs & Co. and ▇.▇. ▇▇▇▇▇ually ▇ Securities Inc., individually and not in its capacity as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Securities, including any Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment The Company and the SSH Custodian will deliver the Initial Securities to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the DTC in a form reasonably acceptable to the Representatives against payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ ▇S LLP, or at such other place as shall be agreed upon by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company for itself and as SSH Custodian on behalf of the FundSelling Shareholders, as the case may be, at 10:00 A.M. 9:00 A.M., (Eastern New York City time) ), on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or at such other time not later than ten seven business days after such date as shall be agreed upon by the Representatives and the Fund Company and the Selling Shareholders (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made The parties to the Fund by wire transfer of immediately available funds to a bank account designated by the Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood this agreement understand that each Underwriter has authorized the Representatives, for its each such Underwriter’s account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which that it has agreed to purchase. Merrill L▇▇▇▇, inBoth ▇▇▇▇▇ually ▇▇ ▇▇▇▇▇ and UBS, individually and not as representative a Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Underwriters shall deduct from the amount so payable to the Company pursuant to this Section 2(c) the gross commissions and any discretionary bonus commissions paid by the Company in its sole discretion to the Underwriters and all expenses payable by the Company under Section 4(a) of this Agreement.

Payment. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities Firm Shares shall be made at the offices of Clifford ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., ▇S LLP▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third first (fourthsecond, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities Shares are purchased by the Underwriters, payment of the purchase price forprice, and delivery of certificates or security entitlements for, such Option Securities Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Securities Shares to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its accounttheir accounts, to accept delivery of, receipt for, and make payment of the purchase price forprice, for the Initial Securities and the Option Securities, if any, Shares which it has they have agreed to purchase. Merrill L▇▇▇▇The Representatives, in▇▇▇▇▇ually individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, Shares to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇▇ Chance US LLP, ▇S LLP▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned officesoffices at 9:00 A.M. (New York City time), or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a single bank account designated by the FundCompany, in each case against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ Fargo, in▇▇▇▇▇ually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇, Hall & ▇▇▇▇▇▇▇ LLP, counsel for the Company, at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "Closing TimeCLOSING TIME"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Representative, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Clifford D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇ ▇S LLP▇, 450 Lexington Avenue, New York, New York, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourthNovember 23, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2010 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a single bank account designated by the FundCompany, in each case against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill LW▇▇▇▇▇ Fargo, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Company shall deliver the Initial Securities and the Option Securities, if any, through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Payment. Payment of the purchase price for, and delivery of certificates for, for the Initial Securities shall be made at the offices of Clifford Cahi▇▇ ▇▇▇▇▇▇ & ▇S LLPein▇▇▇, or ▇▇ P▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ at such other place as shall be agreed upon by the Representatives Global Coordinator and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given daythe date hereof) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Global Coordinator and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the U.S. Option Securities are purchased by the U.S. Underwriters, payment of the purchase price for, and delivery of certificates for, for such U.S. Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Global Coordinator to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by themCompany. It is understood that each U.S. Underwriter has authorized the U.S. Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial U.S. Securities and the U.S. Option Securities, if any, which it has agreed to purchase. Merrill LMerr▇▇▇ ▇▇▇c▇, in▇▇▇▇▇ually dividually and not as representative of the U.S. Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial U.S. Securities or the U.S. Option Securities, if any, to be purchased by any U.S. Underwriter 19 -15- whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such U.S. Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities Units shall be made at the offices of Clifford Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇S ▇▇▇ LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundPartnership, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Partnership (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities Units are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities Units shall be made at the above-mentioned above‑mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundPartnership, on each Date of Delivery as specified in the notice from the Representatives to the FundPartnership. Payment shall be made to the Fund Partnership by wire transfer of immediately available funds to a bank account designated by the Fund, Partnership against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities Units to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities Units and the Option SecuritiesUnits, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities Units or the Option SecuritiesUnits, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Initial Units and the Option Units shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Clifford Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany against delivery, against delivery in definitive form, by or on behalf of the Company to the Representatives through the facilities of The Depositary Trust Company for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇, inEach of ▇▇▇▇▇ually ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Fargo, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ ▇S ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth·, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2006 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at 9:00 A.M. (New York City time) at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the FundCompany and the Selling Stockholders. Payment shall be made to the Fund MDCP and MDCP II by wire transfer of immediately available funds to a single bank account designated by MDCP and MDCP II or their Custodian and payment shall be made to BIB Bermuda by wire transfer of immediately available funds to one or more bank accounts at the Escrow Agent, which accounts shall be designated by the Escrow Agent (provided that such accounts are satisfactory to the Representatives), and payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the FundCompany, in each case against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Each of Wachovia and BAS, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment In each case, payment of the purchase price for, and delivery of certificates for, for the Initial Underwritten Securities shall be made at by wire transfer to the offices account of Clifford a common depositary for Euroclear Bank SA/NV (“Euroclear”) and for Clearstream Banking S.A. (“Clearstream”), for the account of the Company, by ▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇ International, as Settlement Lead Manager (the “Settlement Lead Manager”), at 10:00 a.m., London time on June 18, 2019 or at such other place time and/or date as shall be agreed upon by the Representatives Company and the Fund, at 10:00 A.M. (Eastern time) Settlement Lead Manager on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all behalf of the Option Securities are purchased by Underwriters may agree (the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund by wire transfer of immediately available funds to a bank account designated by the Fund“Closing Date”), against delivery of a global certificate representing the Underwritten Securities (the “Registered Global Certificate”), duly executed and registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee for such common depositary, and in or substantially in the form provided in the Indenture, to the Representatives such common depositary for the respective accounts of the Underwriters Underwriters. Any transfer taxes payable in connection with the sale and transfer of certificates for the Underwritten Securities to shall be purchased duly paid by themthe Company or the Guarantor, as applicable, against delivery of the Registered Global Certificate. It is understood that each Underwriter has authorized the RepresentativesRepresentative(s), for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Underwritten Securities and the Option Securities, if any, which it has severally agreed to purchase. Merrill L▇▇▇▇Any Representative, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇S LLP▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative, the Company and the FundSelling Stockholders, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative, the Company and the Fund Selling Stockholders (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative, the Company and the FundSelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany and the Selling Stockholders. Payment shall be made to the Fund Selling Stockholders by wire transfer of immediately available funds to a bank account designated by the Fund, Mellon Investor Services LLC pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) fourth business day after the date hereof (unless postponed in accordance with the provisions of Section 10)9, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices office of Clifford ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇S LLP▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriters and the FundCompany, at 10:00 A.M. (Eastern timeNew York Time) on the third (fourthMay 13, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2014 (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Fund Company (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives Underwriters for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment Delivery of the purchase price forSecurities will be made through the facilities of The Depositary Trust Company (“DTC”), in accordance with the Initial Securities terms set forth in the Pricing Prospectus under the caption “Description of the Notes — Form of Notes, Clearing and the Option SecuritiesSettlement.” Any Underwriter, if any, which it has agreed to purchase. Merrill L▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the other Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any other Underwriter whose if such other Underwriter’s funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such other Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Debevoise & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany and the Selling Shareholders, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the FundSelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany and the Selling Shareholders. Payment shall be made to the Fund Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the FundCompany and the Custodian pursuant to each Selling Shareholder's Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities Notes shall be made at the offices office of Clifford C▇▇▇▇▇▇▇ Chance US LLP, 3▇ ▇S LLP▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundOperating Partnership, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Operating Partnership (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund Operating Partnership by wire transfer of immediately available same day funds payable to a bank account designated by the Fundorder of the Operating Partnership, against delivery to the Representatives or their designee for the respective accounts of the Underwriters of certificates for the Securities Notes to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which Notes that it has agreed to purchase. Merrill L▇▇▇▇Wachovia, in▇▇▇▇▇ually individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, 2012 Notes to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder. UBS, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the 2016 Notes 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. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Notes upon original issuance and registered in the name of Cede & Co., as nominee for DTC.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices office of Clifford ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇S LLP▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 7:00 A.M. (Eastern California time) on the third (fourthSeptember 28, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2010 (unless postponed in accordance with the provisions of Section 10), ) or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to an account at a bank account designated by the FundCompany, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇, inEach of BofA ▇▇▇▇▇ually ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Fargo, individually and not as representative a Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or and the Option Securities, if any, to be purchased by any Underwriter whose funds have payment therefor has not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, for the Initial Securities shall be made at electronically to the offices of Clifford Selling Stockholders by wire transfer in immediately available funds to the respective bank accounts designated by Sycamore Partners Torrid, L.L.C. (for any Initial Securities being sold by such Selling Stockholder) and Ms. ▇▇▇▇ ▇▇▇▇▇▇ (for any Initial Securities being sold by Ms. ▇S LLP, ▇▇▇ ▇▇▇▇▇▇) against delivery to the Representatives for the respective accounts of the Underwriters of certificates or at security entitlements for the Securities to be purchased by them. The time and date of such other place as delivery and payment shall be agreed upon by the Representatives and the Fund, at 10:00 9:00 A.M. (Eastern New York City time) on the third first (fourthsecond, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company and the Selling Stockholders (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates or security entitlements for, such Option Securities shall be made at the above-mentioned officesas provided in this Section 2(c), or at such other place as shall be agreed upon by the Representatives and the FundCompany and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany and the Selling Stockholders. Payment shall be made to for the Fund by wire transfer Initial Securities and the Option Securities on the Closing Time or the Date of immediately available funds to a bank account designated by the FundDelivery, as applicable, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Initial Securities to or the Option Securities, as applicable, on the Closing Time or the Date of Delivery, as applicable. Delivery of the Initial Securities and the Option Securities, if any, shall be purchased by themmade through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill LBofAS, ▇▇▇▇▇▇▇▇▇, inand ▇▇▇▇▇ually ▇▇ ▇▇▇▇▇ individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Underwritten Securities shall be made (i) in the case of Underwritten Securities in registered form, at the offices of Clifford Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Finan▇▇▇▇ ▇▇nter, New York, New Y▇▇▇ ▇▇▇▇▇ or at such oth▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇S LLP, or at such other place as shall be agreed upon by ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern time) ), on the third th▇ ▇▇▇▇▇ (fourth▇▇▇▇th, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Merrill Lynch and the Fund Company (such time and date of payment and delivery being deliv▇▇▇ ▇▇▇▇g herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives Representative for its account or, if applicable, for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by themthem (unless such Underwritten Securities are issuable only in the form of one or more global securities registered in the name of a depository or a nominee of a depository, in which event the Underwriters' interest in such global certificate shall be noted in a manner satisfactory to the Underwriters and their counsel). It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Underwritten Securities and the Option Securities, if any, which it has severally agreed to purchase. Merrill L▇▇▇▇Lynch, in▇▇▇▇▇ually and iduall▇ ▇▇▇ not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities Units shall be made at the offices of Clifford ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇▇▇ ▇S LLP▇., Suite 2500, Houston, Texas 77002, or at such other place as shall be agreed upon by the Representatives ▇▇▇▇▇ Fargo and the FundPartnership, at 10:00 A.M. (Eastern New York City time) on the third (fourthDecember 10, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2012 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives ▇▇▇▇▇ Fargo and the Fund Partnership (such time and date of payment and delivery being herein called "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities Units are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities Units shall be made at the above-mentioned officesoffices at 10:00 A.M. (New York City time), or at such other place as shall be agreed upon by the Representatives ▇▇▇▇▇ Fargo and the FundPartnership, on each Option Closing Date of Delivery as specified in the notice from the Representatives ▇▇▇▇▇ Fargo to the FundPartnership. Payment shall be made to the Fund Partnership by wire transfer of immediately available funds to a single bank account designated by the FundPartnership, in each case against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities Units to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities Units and the Option SecuritiesUnits, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ Fargo, in▇▇▇▇▇ually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities Units or the Option SecuritiesUnits, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, ▇▇▇ ▇S LLP▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Underwritten Trust Preferred Securities shall be made at the offices of Clifford C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇S ▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, or at such other place as shall be agreed upon by the Representatives and the FundDB Entities, at 10:00 A.M. • a.m./p.m. (Eastern timeCentral European Time) on the third fifth (fourthsixth, if the pricing occurs after 4:30 P.M. 10:30 p.m. (Eastern timeCentral European Time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund DB Entities (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in if the event that Underwriters have exercised their option to purchase any or all of the Option Securities are purchased by the UnderwritersTrust Preferred Securities, payment of the purchase price for, and delivery of certificates forof, such Option Securities Trust Preferred Securities, shall be made at the above-mentioned officesoffices of C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP on the Date of Delivery, as specified in the notice from the Representatives to the DB Entities, or at such other place time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the FundDB Entities. Payment shall be made to the Fund Trust by wire transfer of immediately available funds to a bank account designated by the FundTrust, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Trust Preferred Securities to be purchased by them. Delivery of the Trust Preferred Securities shall be made through the facilities of The Depository Trust Company. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Trust Preferred Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Lead Underwriters, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Trust Preferred Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or on the relevant Date of Delivery, as the case may beapplicable, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford DLA Piper LLP (US), 1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇S LLP▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 A.M. 9:00 a.m. (Eastern New York time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. p.m. (Eastern New York time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Representatives, in▇▇▇▇▇ually individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Clifford Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., O▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourthDecember 14, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2020 (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account accounts designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Representative, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ & Bird LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Winston & S▇▇▇▇▇ LLP, 3▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇S LLP▇▇▇▇, Chicago, Illinois 60601, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany and the Selling Shareholders, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company and the Selling Shareholders (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the FundCompany and the Custodian pursuant to each Selling Shareholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill M▇▇▇▇▇▇ L▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇S ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the Fund, Company at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company and the Selling Shareholders, as the case may be, by wire transfer of immediately available funds to a bank account accounts designated by the FundCompany and the Custodian pursuant to each Selling Shareholder's Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made via facsimile and email and at the offices office of Clifford W▇▇▇▇▇▇ Petroleum Corporation, 1▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill M▇▇▇▇▇▇ L▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇▇ Chance US LLP, ▇S LLP▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned above‑mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Each of the Representatives, in▇▇▇▇▇ually individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Underwritten Securities shall be made at the offices of Clifford PSEG, 80 Park Plaza, Newark, New Jersey 07101, or at such other place as sh▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇S LLP, or at such other place as shall be agreed upon by the Representatives ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇e and the FundPSEG, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund PSEG (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Securities are purchased by the UnderwritersUnderwritten Securities, payment of the purchase price for, and delivery of certificates for, such Option Securities Underwritten Securities, shall be made at the above-mentioned officesoffices of PSEG, or at such other place as shall be agreed upon by the Representatives Representative and the FundPSEG, on each the relevant Date of Delivery as specified in the notice from the Representatives Representative to the FundPSEG. Payment shall be made to the Fund PSEG by wire transfer of immediately available funds to a bank account designated by the FundPSEG, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Underwritten Securities and the Option Securities, if any, which it has severally agreed to purchase. Merrill L▇▇▇▇the Representative, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford DLA Piper LLP (US), ▇▇▇ ▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern timeTime) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern timeTime) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford SNR ▇▇▇▇▇▇ US LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇S LLP▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Initial Securities and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters of the aggregate purchase price of the Initial Securities and Option Securities, if any, being sold by the Company by wire transfer in immediately available funds to the accounts specified by the Company. The Company shall deliver the Initial Securities and Option Securities, if any, through the facilities of the Depository Trust Company unless the Underwriters shall otherwise instruct.

Payment. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ & ▇S LLP▇▇▇▇▇▇ LLP at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Breyer & Associates PC, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Shearman and Sterling, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany and the Selling Shareholder, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany and the Selling Shareholder. Payment shall be made to the Fund Company and the Selling Shareholder by wire transfer of immediately available funds to a bank account accounts designated by the FundCompany and the Selling Shareholder as the case may be, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at the New York City offices of Clifford Fried, Frank, Harris, S▇▇▇▇▇▇ & J▇S ▇▇▇▇▇▇ LLP, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section ‎Section 10), or such other time not later than ten the fifth business days day after such date as shall be agreed upon by the Representatives Representatives, the Company and the Fund Selling Shareholders (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the FundSelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany and the Selling Shareholders. Payment shall be made to the Fund Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by each Selling Shareholder (whether to the Fund, account of such Selling Shareholder or to the account of any other Selling Shareholder as directed by such Selling Shareholder) against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Citigroup and Goldman, in▇▇▇▇▇ually individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourthApril 7, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2015 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned officesoffices at 9:00 A.M. (New York City time), or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Option Closing Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Selling Stockholder by wire transfer of immediately available funds to a single bank account at the Custodian, which account shall be designated by the Fundan Attorney-in-Fact, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇RBC, in▇▇▇▇▇ually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 108 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Each of the Representatives, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇▇ and ▇S ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 A.M. 11:00 a.m. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account accounts designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or book entry credits for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Representatives, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford the Company at ▇▇▇ ▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇., 20068 or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) fourth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Venture Law Group, 2775 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇S LLP▇▇▇, or ▇▇ ▇▇▇▇▇, ▇▇ at such other place as shall be agreed upon by the Representatives Global Coordinator and the FundCompany, at 10:00 7:00 A.M. (Eastern California time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Global Coordinator and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the U.S. Option Securities are purchased by the U.S. Underwriters, payment of the purchase price for, and delivery of certificates for, such U.S. Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Global Coordinator to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the U.S. Representatives for the respective accounts of the U.S. Underwriters of certificates for the U.S. Securities to be purchased by them. It is understood that each U.S. Underwriter has authorized the U.S. Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial U.S. Securities and the U.S. Option Securities, if any, which it has agreed to purchase. Merrill LMerr▇▇▇ ▇▇▇c▇, in▇▇▇▇▇ually dividually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial U.S. Securities or the U.S. Option Securities, if any, to be purchased by any U.S. Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such U.S. Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery through the facilities of certificates forthe Depository Trust Company (“DTC”) for the account of the Underwriters of, the Initial Securities Firm Depositary Shares shall be made at the offices of Clifford Squire P▇▇▇▇▇ B▇▇▇▇ (US) LLP, 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third seventh (fourtheighth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"). In addition, in the event that any or all ” and such date of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at being herein called the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund“Closing Date”). Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery through the facilities of DTC to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities Depositary Shares to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities Firm Depositary Shares and the Option SecuritiesDepositary Shares, if any, which it has agreed to purchase. Merrill L▇▇▇▇RBC, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities Firm Depositary Shares or the Option SecuritiesDepositary Shares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. In addition, in the event that any or all of the Option Depositary Shares are purchased by the Underwriters, payment of the purchase price for, and delivery through the facilities of DTC for the account of the Underwriters of, such Option Depositary Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company delivered pursuant to Section 2(b).

Payment. Payment of the purchase price Purchase Price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇▇▇▇ ▇S ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 A.M. 9:00 a.m. (Eastern time) on the third (fourthOctober 19, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2012 (unless postponed in accordance with the provisions of Section 109), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Over-Allotment Securities are purchased by the Underwriters, payment of the purchase price Purchase Price for, and delivery of certificates for, such Option Over-Allotment Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery Option Closing Time as specified in the notice from the Representatives to the FundCompany. Payment Delivery of the Securities shall be made to the Fund by wire transfer Representatives through the facilities of immediately available funds to a bank account designated by the Fund, against delivery to the Representatives DTC for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of certificates for the Securities Purchase Price thereof to be purchased or upon the order of the Company by themwire transfer payable in same-day funds to an account designated by the Company. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price Purchase Price for, the Initial Securities and the Option Over-Allotment Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Representatives, in▇▇▇▇▇ually each individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price Purchase Price for the Initial Securities or the Option Over-Allotment Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of DeliveryOption Closing Time, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford W▇▇▇▇▇▇ ▇S LLP▇▇▇ & G▇▇▇▇▇▇▇▇ LLP at 7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a the respective bank account accounts designated by the Fund, Company against delivery to the Representatives for the respective accounts Underwriters of the Underwriters of certificates for the Securities to be purchased by themthe Underwriters through the book entry method through the facilities of DTC. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Each of the Representatives, in▇▇▇▇▇ually individually and not as representative of the Underwritersa Representative, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, for the Initial Securities shall be made by wire transfer of immediately available funds to the order of the Company at the offices of Clifford ▇▇▇▇▇▇ ▇S LLP, or at such other place as shall be agreed upon by the Representatives and the Fund, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2006 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"Date”), at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representative and the Company. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, for such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, by wire transfer of immediately available funds to the order of the Company on each Option Closing Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Selling Shareholders by wire transfer of immediately available funds to a single bank account at the Custodian, which account shall be designated by the Custodian, and payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the FundCompany, in each case against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Wachovia, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ ▇S LLP[ ], or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the FundSelling Shareholders, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Selling Shareholders (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundSelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the FundSelling Shareholders. Payment shall be made to the Fund Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the FundCustodian pursuant to each Selling Shareholder's power of Power of Attorney and Custody Agreement, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Lead Underwriter, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Brow▇ & ▇ood LLP, One ▇▇▇▇▇ ▇S LLP▇▇▇▇ ▇▇▇▇▇▇, or ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as shall be agreed upon by the Representatives and the FundTrust, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Trust (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundTrust, on each Date of Delivery as specified in the notice from the Representatives to the FundTrust. Payment shall be made to the Fund Trust by wire transfer of immediately available funds to a bank account designated by the FundTrust, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill LMerr▇▇▇ ▇▇▇c▇, in▇▇▇▇▇ually dividually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ & ▇S LLP▇▇▇▇▇▇ LLP at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 4:00 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated in writing by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Representatives, in▇▇▇▇▇ually individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment The Initial Securities shall be delivered by the Company to the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of the Representatives, against payment by the Representatives of the purchase price for, and delivery therefor by wire transfer of certificates for, immediately available funds to a bank account designated by the Initial Securities Company. The closing of the transactions contemplated thereby shall be made occur at the offices of Clifford ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made delivered by the Company to the Representatives, through the facilities of DTC for the account of the Representatives, against payment by the Representatives of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company, and the closing of such Option Securities shall take place at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund by wire transfer of immediately available funds to a bank account designated by the Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by themCompany. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ and BMO, in▇▇▇▇▇ually individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at the offices of Clifford Chance US LLP, ▇▇▇ ▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third first (fourthsecond, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Each of BofA, in▇▇▇▇▇ually Citi and RBC, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇, 7 World Trade Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Representatives, in▇▇▇▇▇ually each individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price forfor the Securities, and delivery of certificates for(i) the Shares and Common Warrants through the facilities of The Depository Trust Company and (ii) the Pre-Funded Warrants to the Representatives for the respective accounts of the several Underwriters, in each such case, issued in such names and in such denominations as the Initial Securities Representatives may direct by notice in writing to the Company, shall be made at the offices of Clifford Mintz, Levin, Cohn, F▇▇▇▇▇, Glovsky and Popeo, P.C., O▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Each of the Representatives, in▇▇▇▇▇ually individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford White & Case LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇S LLP▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (or fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Barclays to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account accounts designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Barclays, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates certificates, if any, for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇▇ Chance US LLP, ▇S LLP▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative(s) and the Fund, at 10:00 [•] A.M. (Eastern New York City time) on the third (fourth[•], if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2022 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative(s) and the Fund (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates certificates, if any, for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative(s) and the Fund, on each Date of Delivery as specified in the notice from the Representatives BofA Securities to the Fund. Payment shall be made to the Fund by wire transfer of immediately available funds to a bank account designated by the Fund, against delivery to the Representatives Representative(s) for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative(s), for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇BofA Securities, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment (a) Upon the submission of an acceptable invoice and subject to acceptance by the Corporation of the purchase price for, and delivery of certificates forWork covered thereby, the Initial Securities Corporation shall pay Contractor the Contract Price for such Work, to the extent that Contractor has not been previously paid therefore. Unless otherwise specifically provided elsewhere in this Contract, Contractor shall submit invoices as the Work progress, but not more often than once per month. (b) Invoices shall be made submitted to the attention of the Corporation’s Accounts Payable Group at the offices address shown on the face of Clifford ▇▇▇the Contract. (c) Only invoices that are determined by the Corporation to be acceptable will be processed for payment. Invoices must include: (i) Contractor’s name and address; (ii) Invoice date; (iii) Contract number and line item number; (iv) Description, quantity, unit of measure, unit price and extended price of Work delivered; (v) Shipping number and date of shipment including the b▇▇▇ ▇S LLPof lading number and weight of shipment if shipped other than F.O.B. Destination; (vi) Terms of any prompt payment discount offered; (vii) Name, title and mailing address of the person or at such other place as shall office to whom payment is to be agreed upon sent; (viii) Name, title, phone number and mailing address of the person or office to be notified in event of an unacceptable invoice; and (ix) Any information or document required by the Representatives other requirements of this Contract. (x) All federal, state and local taxes which must be paid by Contractor (i.e. those taxes that the FundCorporation does not pay directly to a State or Commonwealth on its direct payment permits); (d) If any invoice is determined to be unacceptable, at 10:00 A.M. (Eastern time) on the third (fourth, if Corporation shall notify Contractor of the pricing occurs defect within a reasonable time after 4:30 P.M. (Eastern time) on any given day) business day after receipt of the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon invoice by the Representatives and the Fund Accounts Payable Group. (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund. e) Payment shall be made to the Fund by wire transfer to: ***** (f) Untimely payment of immediately available funds to a bank account designated by the Fund, against delivery to the Representatives for the respective accounts Contractor invoices or fee shall result in an ***** percent per annum (***** % per annum) late fee on any balance not paid within thirty (30) days of the Underwriters Corporation’s receipt of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇, in▇▇▇▇▇ually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderan acceptable invoice.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ & ▇S ▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 A.M. (Eastern New York City time) on the third (fourthJanuary 10, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2020 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned officesoffices at 10:00 A.M. (New York City time), or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a single bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by themthe Company. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ ▇▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourthMarch 12, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2019 (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). Delivery of the Securities shall be made through the facilities of The Depository Trust Company ("DTC") unless the Representative shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account accounts designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Representative, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Clifford G▇▇▇▇▇▇ Procter LLP, 6▇▇ ▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourthApril 11, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2017 (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account accounts designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Each of the Representatives, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Dorsey & Whitney LLP, 38 Technology Drive, Irvine, California 92618, o▇ ▇▇ ▇uch ▇▇▇▇▇ place ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇S LLP, or at such other place as shall be agreed upon by the Representatives ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇s and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth____________, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2005 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Selling Stockholders by wire transfer of immediately available funds to a single bank account at the Custodian, which account shall be designated by the Custodian, and payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the FundCompany, in each case against delivery to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Wachovia, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ ▇S ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the FundSelling Shareholders, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Fund Selling Shareholders (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany and the Selling Shareholders, but not earlier than the third business day after delivery of such notice. Payment shall be made to the Fund Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account designated by the FundCompany and the Custodian pursuant to such Selling Shareholder's Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ ▇S ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, Company on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇JPMorgan, in▇▇▇▇▇ually individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇S LLP, 450 Lexington Avenue, New York, New York, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourthMarch 11, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2016 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a single bank account designated by the FundCompany, in each case against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its accounttheir accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇The Representatives, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Company shall deliver the Initial Securities and the Option Securities, if any, through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Sidley ▇▇▇▇▇▇ ▇S LLP▇▇▇▇ & ▇▇▇▇ llp, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth• , if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2005 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the Fund. Company and each of the Selling Shareholders set forth in Exhibit C. Payment shall be made to the Fund Brentwood by wire transfer or intra-bank transfer of immediately available funds to a single bank account designated by Brentwood, payment shall be made to all other Selling Shareholders by wire transfer or intra-bank transfer of immediately available funds to a single bank account at the Custodian, which account shall be designated by the Custodian, and payment shall be made to the Company by wire transfer or intra-bank transfer of immediately available funds to a single bank account designated by the FundCompany, in each case against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Each of Wachovia and Piper, in▇▇▇▇▇ually individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇S LLP▇▇▇▇▇ llp, 8▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives M▇▇▇▇▇▇ L▇▇▇▇ to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill M▇▇▇▇▇▇ L▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Osler, H▇▇▇▇▇ & Harcourt LLP, 6▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇S LLP▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 8:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). Delivery of the Common Shares at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its accountaccounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇, in▇▇▇▇▇ually and not as representative of the Underwriters, The Representative may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇ ▇S LLP▇▇▇ & ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany and the Selling Stockholders. Payment shall be made to the Fund Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the FundCompany and the Custodian pursuant to each Selling Stockholder's Power of Attorney and Custody Agreement, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Shearman & Sterling, ▇▇▇▇ ▇▇▇▇▇ ▇S LLP▇▇▇, Menlo Park, California 94025, or at such other place as shall be agreed upon by the Representatives and the FundCompany and the Selling Stockholder, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company and the Selling Stockholder (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company and the Selling Stockholder by wire transfer of immediately available funds to a bank account accounts designated by the FundCompany and the Selling Stockholder, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ & ▇S ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundPartnership, at 10:00 [9:00] A.M. (Eastern New York City time) on the third (fourth[—], if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2014 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives and the Fund Partnership (such time and date of payment and delivery being herein called "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned officesoffices at [9:00 A.M.] (New York City time), or at such other place as shall be agreed upon by the Representatives and the FundPartnership, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the FundPartnership. Payment shall be made to the Fund Partnership by wire transfer of immediately available funds to a single bank account designated by the Fund, Partnership against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ Fargo, in▇▇▇▇▇ually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇ Coie LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 7:00 A.M. (Eastern Washington time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "the “Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇ and Bear, ▇▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇ ▇S ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 42▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth[______], if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2011 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a single bank account designated by the FundCompany, in each case against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ Fargo, inBofA ▇▇▇▇▇ually ▇▇ ▇▇▇▇▇ or Jefferies, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forcertificates, if any, for the Initial Securities Firm Shares shall be made at the offices of Clifford S▇▇▇▇▇▇▇▇▇ ▇S ▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriters and the FundCompany, at 10:00 A.M. a.m. (Eastern timeDaylight Time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern timeDaylight Time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriters and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, for such Option Securities Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Underwriters to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives Underwriters for the respective accounts of the Underwriters of certificates for the Securities Shares to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesM▇▇▇▇▇ ▇▇▇▇▇▇, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities Firm Shares and the Option SecuritiesShares, if any, which it has agreed to purchase. Merrill LM▇▇▇▇▇ ▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities Firm Shares or the Option SecuritiesShares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇ & Wood LLP, ▇▇▇ ▇▇▇▇▇ ▇S LLP▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇, the Representatives Trust and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇, the Representatives Trust and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇, the Representatives Trust and the Fund, Company on each Date of Delivery as specified in the notice from the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the FundTrust and the Company. Payment shall be made to the Fund Trust by wire transfer of immediately available funds to a bank account designated by the FundTrust, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities TrUEPrS to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇S ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made via facsimile and email and at the offices office of Clifford ▇▇▇▇▇▇▇ Petroleum Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative, the Company and the Fund Alliant (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to each of the Fund Company and the Selling Stockholder by wire transfer of immediately available funds to a bank account accounts designated by each of the FundCompany and the Selling Stockholder, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities Shares shall be made at the offices of Clifford Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 100▇▇, ▇▇ ▇▇ ▇▇ch ▇▇▇▇r plac▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇S LLP, or at such other place as shall be agreed upon by the Representatives ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ives and the Fund, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after following the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Fund (such time and date of payment and delivery herein being herein called referred to as "Closing Time"). In addition, in the event that any or all of the Option Securities Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities Shares shall be made at the above-mentioned officesoffices of Sidley Austin Brown & Wood LLP, or at such other place as shall be agreed upon by the Representatives ▇▇▇▇ ▇▇ ▇▇▇ Rep▇▇▇▇ntatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund by wire transfer of immediately available funds to a bank account designated by the Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities Shares to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities Shares and the Option SecuritiesShares, if any, which it has agreed to purchase. Merrill L▇▇▇▇Lynch, in▇▇▇▇▇ually individually and not as representative of the UnderwritersUnderw▇▇▇▇▇▇, may ▇▇▇ (but shall not be obligated to) make payment of the purchase price for the Initial Securities Shares or the Option SecuritiesShares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇▇ Chance US LLP, ▇S LLP▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned above‑mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇, in▇▇▇▇▇ually ▇ ▇▇▇▇▇▇▇ & Co. LLC, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities in electronic or certificated form shall be made at the offices of Clifford ▇▇▇▇▇▇ ▇S LLP, electronically or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 8:00 A.M. (Eastern New York City time) on the third (fourthDecember 10, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2024 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten three business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). Delivery of the Common Shares at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities in electronic or certificated form shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities in electronic or certificated form to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its accountaccounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇, in▇▇▇▇▇ually and not as representative of the Underwriters, The Representatives may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, 1▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third fourth (fourththird, if the pricing occurs after before 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Fund, Company on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company and, if applicable, the Selling Stockholders by wire transfer of immediately available funds to a the bank account or accounts designated by the FundCompany and, if applicable, the Custodian pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill Subject to Section 10, M▇▇▇▇▇▇ L▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "the “Initial Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery at such time and date as specified in the notice from the Representatives Representative to the FundCompany (each such time and date of payment and delivery herein called an “Option Closing Date”). Payment shall be made to the Fund Company by wire transfer of immediately available funds to a single bank account designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the any Option Securities, if any, Securities which it has agreed to purchase. Merrill L▇▇▇▇▇ Fargo, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the any Option Securities, if any, Securities to be purchased by any Underwriter whose funds have not been received by the Initial Closing Time Date or the relevant Date of Deliveryany Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the FundCompany, at 10:00 A.M. 9:00 a.m. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇Stifel and DNB, in▇▇▇▇▇ually individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment Delivery of the purchase price fordocuments by or on behalf of the parties hereto pursuant to Section 5 hereof, and delivery of certificates for, including the cross receipt for the Initial Securities and any additional documents requested by the Underwriters pursuant to Section 5(o) hereof, shall be made at the offices of Clifford S▇▇▇▇▇▇▇ & C▇▇▇▇▇▇▇ LLP located at 1▇▇▇ ▇▇▇▇▇▇▇ ▇S LLP▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative(s) and the FundCompany and the Selling Shareholders, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative(s) and the Fund Company and the Selling Shareholders (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative(s) and the FundCompany and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives Representative(s) to the FundCompany and the Selling Shareholders. Payment shall be made to the Fund Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account account(s) designated by the FundCompany and the Custodian pursuant to each Selling Shareholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives Representative(s) for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative(s), for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill LK▇▇▇▇ B▇▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery through the facilities of certificates forthe Depository Trust Company (“DTC”) for the account of the Underwriters of, the Initial Securities shall be made at the offices of Clifford Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇S ▇▇▇▇▇▇▇ LLP, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the FundCompany, against delivery to the Representatives Representative through the facilities of DTC for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇S LLP▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany and the Selling Stockholders, at 10:00 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company and the Selling Stockholders (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the FundCompany and the Custodian pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇▇▇ ▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates forof, the Initial Firm Securities shall be made at the offices of Clifford S▇▇▇▇▇▇ ▇S ▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, 6▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 5400, Houston Texas, 77002, or at such other place as shall be agreed upon by the Representatives Representatives, the Forward Sellers and the FundCompany, at 10:00 9:00 A.M. (Eastern New York City time) on the third (fourthDecember 5, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2025 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives Representatives, the Forward Sellers and the Fund Company (such date and time of delivery and date of payment and delivery for the Firm Securities being herein called "the “First Closing Time"Date,” and each of the First Closing Date and any Option Closing Date is herein called a “Closing Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forof, such Option Securities shall be made at the above-mentioned officesoffices at 9:00 A.M. (New York City time), or at such other place as shall be agreed upon by the Representatives Representatives, the Forward Sellers and the FundCompany, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the FundCompany. Payment shall be made to (i) the Fund Forward Sellers, in the case of the Borrowed Securities and/or (ii) the Company, in the case of any Company Securities, by wire transfer of immediately available funds to a bank the respective account designated by the FundForward Sellers or Company, as the case may be, in each case against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Firm Securities and the Option Securities, if any, which that it has agreed to purchase. Merrill LW▇▇▇▇▇ Fargo, in▇▇▇▇▇ually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Firm Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the First Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Clifford ▇▇▇▇▇ ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇S LLP▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, at 10:00 9:00 A.M. (Eastern time) on the third (fourth[—], if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2010 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Fund Company (such time and date of payment and delivery being herein called "“Closing Time"”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the FundCompany, on each Date of Delivery as specified in the notice from the Representatives Representative to the FundCompany. Payment shall be made to the Fund Company by wire transfer of immediately available funds to a bank account designated by the Fund, Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill L▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in▇▇▇▇▇ually individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.