Common use of Delivery and Payment Clause in Contracts

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 AM, New York City time, on [—], 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders to or upon the order of the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Selling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders will deliver to the Representatives on the Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]April 9, 20142007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 400 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said such option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—[ ], 20142018, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Company and the Company Selling Shareholder or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Selling Stockholders Shareholder thereof to or upon the order of the Selling Stockholders Shareholder by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersShareholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Selling Stockholders Shareholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Shareholder by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersShareholder. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Shareholder will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof. The Company will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Shareholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third first Business Day immediately preceding the Closing Date) shall be made at 11:00 AM10:00 A.M., New York City time, on [—·], 20142019, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third first Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date Settlement Date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 11:00 AM, 10:00 A.M. (New York City time, ) on [—•], 20142021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]February __, 20142001, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Company and the Company Selling Stockholder or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholders Stockholder to or upon the order of the Company and the Selling Stockholders Stockholder, as applicable, by wire transfer payable in same-day funds to the respective accounts specified by the Company and the Selling StockholdersStockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—•], 20142005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, c/o Citigroup Global Markets Inc., 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 7(m) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]March 27, 20142002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Convertible Notes Underwriters against payment by the several Convertible Notes Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Representatives Xxxxxxxxxxxxxxx (which shall be within three xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Convertible Notes Underwriters, against payment by the several Convertible Notes Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Convertible Notes Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 20142003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Company and the Company Selling Stockholder or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Company and the Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the Company and the Selling StockholdersStockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersStockholder. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholders Stockholder will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 [10:00 AM, New York City timeEastern Standard Time], on [—•], 20142018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company Issuer or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Issuer will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 20142010, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructCompany. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third first Business Day immediately preceding the Closing Date) shall be made at 11:00 AM10:00 A.M., New York City time, on [—]January 11, 20142020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third first Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date Settlement Date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, at the offices of Sidley Austin llp, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on [—]September 15, 20142006, or at such time on such later date not more than three Business Days business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through made, and the facilities of The Depository Trust Company unless Underwritten Securities and the Option Securities shall be registered in such names and denominations, as the Representatives shall otherwise instructhave requested at least one full business day prior to the Closing Date (or any Date of Delivery, as the case may be). If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding business day prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 4 World Financial Center, New York, New York, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement each Date for the Option Securitiesof Delivery, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Shares and the Option Securities Shares (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]July 19, 20142019, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representative and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities Shares being herein called in this Underwriting Agreement the “Closing Date”). Delivery of the Securities Shares shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities Shares being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities Shares and the Option Securities Shares shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) the Option Shares in such names and denominations as the Representative shall have requested for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. If settlement for the Option Securities Shares occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives Representative on the Settlement Date settlement date for the Option SecuritiesShares, and the obligation of the Underwriters to purchase the Option Securities Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—·], 20142017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing DateDate (as defined herein)) shall be made at 11:00 10:00 AM, New York City time, on [—•], 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 3 Times Square, New York, New York, on the date specified by the Representatives (which shall be within three Business Days after the delivery of the notice of exercise of said optionoption unless the Representatives and the Company agree to a later date) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Equity Trust Securities and the Option Equity Trust Securities (if the option provided for in Section 3(b4(b) hereof shall have been exercised on or before the third first Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 AM10:00 A.M., New York City time, on [—December [ ], 20142001, or at such time on such later date not more later than three five Business Days after the foregoing date as the Representatives Underwriters shall designate, which date and time may be postponed by agreement among the RepresentativesUnderwriters, the Selling Stockholders Trust and the Company Counterparties or as provided in Section 10 13 hereof (such date and time of delivery and payment for the Equity Trust Securities being herein called the “"Closing Date”"). Delivery of the Equity Trust Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Trust by wire transfer payable in immediately available same-day funds to the accounts an account specified by the Selling StockholdersTrust in writing at least two Business Days in advance of the Closing Date. Delivery of the Underwritten Securities and the Option Equity Trust Securities shall be made through the facilities of The the Depository Trust Company unless the Representatives Underwriters shall otherwise instruct. The Trust agrees to have the Equity Trust Securities available for inspection and checking by the Underwriters in New York, New York, not later than 1:00 P.M. on the Business Day prior to the Closing Date. If the option provided for in Section 3(b4(b) hereof is exercised after the third first Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Trust will deliver the Option Equity Trust Securities (at the expense of the CompanyTrust) to the Representatives, Underwriters on the date specified by the Representatives Underwriters (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Trust by wire transfer payable in immediately available same-day funds to the accounts an account specified by the Selling StockholdersTrust in writing at least two Business Days in advance of such Settlement Date. If settlement for the Option Equity Trust Securities occurs after the Closing Date, the Selling Stockholders Trust, the Company and Counterparties will deliver to the Representatives Underwriters on the Settlement Date for the Option Equity Trust Securities, and the obligation of the Underwriters to purchase the Option Equity Trust Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 10 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 20142011, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]April 1, 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives you shall designate, which date and time may be postponed by agreement among the Representativesbetween you, the Selling Stockholders Stockholder and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts you against payment of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersStockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives you shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Stockholder will deliver the Option Securities (at the expense of the Company) to the RepresentativesUnderwriter, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the settlement date specified by the Representatives Underwriter (which shall be within three Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to or upon the order of the Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersStockholder. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Stockholder will deliver to the Representatives Underwriter on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Initial Closing DateDate (as defined below)) shall be made at 11:00 10:00 AM, New York City time, on [—]November 14, 20142013, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the RepresentativesRepresentative, the Selling Stockholders Company, Valero and the Company Exchange Party or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Initial Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Exchange Party to or upon the order of the Selling Stockholders Exchange Party by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersExchange Party. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives Representative shall otherwise instruct. On the Initial Closing Date, Valero will pay, by wire transfer in immediately available funds to the account or accounts previously specified to Valero by the Representative, a commission in the amount of $16,259,576.36 (the “Initial Closing Commission”), which Commission shall be paid to the Representative on behalf of, and for further distribution to, each Underwriter, pro rata in accordance with the amount of Securities set forth across such Underwriter’s name in Schedule I hereto. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Initial Closing Date, the Selling Stockholders Exchange Party will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date (an “Option Securities Closing Date”) specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Exchange Party by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersExchange Party; provided, however, that settlement for the Option Securities shall be at the same place as, and on the same day as and promptly after, the close of the exchange of the Additional Debt Obligations contemplated by the Exchange Agreement. If settlement for the Option Securities occurs after the Initial Closing Date, the Selling Stockholders Exchange Party will deliver to the Representatives Representative on the Settlement Date for the Option SecuritiesSecurities Closing Date, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Option Securities Closing Date pursuant to Section 7 6 hereof. The Initial Closing Date and any Option Securities Closing Date are each sometimes referred to as a “Closing Date.” On each Option Securities Closing Date, Valero will pay, by wire transfer in immediately available funds to the account or accounts previously specified to Valero by the Representative, a commission in an amount equal to $2,438,936.16 multiplied by a fraction, the 16 numerator of which is the number of Option Securities delivered on such Option Securities Closing Date and the denominator of which is 1,966,884 (the result thereof, an “Option Securities Commission” and the aggregate amount of Option Securities Commissions paid, together with the Initial Closing Commission, the “Underwriting Commission”), which Option Securities Commission shall be paid to the Representative on behalf of, and for further distribution to, each Underwriter, pro rata in accordance with the amount of Securities set forth across such Underwriter’s name in Schedule I hereto. 4.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]February 25, 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instructinstruct the Company in writing. If the option provided for in Section 3(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives c/o Morgan Xxxxxxx & Co. LLC, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 7(l) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]October 2, 20142018, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representative and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives Representative on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 11:00 the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 AM, New York City time, on [—●], 20142018, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany in writing to the Representatives. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, Representatives on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—•], 20142021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (Firm Shares, and, if the option provided for in Section 3(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) , the Option Shares, shall be made at 11:00 10:00 AM, New York City time, on [—], 20142011, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders and the Company or as provided in Section 10 11 hereof (such date and time of delivery and payment for the Securities Shares being herein called the “Closing Date”). Delivery of the Securities Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of each Selling Stockholder or the Selling Stockholders Custodian, as applicable, by wire transfer payable in same-day funds to the accounts specified by each Selling Stockholder or the Selling StockholdersCustodian, as applicable. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Delivery of the Underwritten Securities and the Option Securities Firm Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The options granted in Section 3(b) will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Sponsor Sellers by the Representatives; provided, that if such date falls on a day that is not a business day, the options granted in Section 3(b) will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the options are being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representatives, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the options shall have been exercised (provided that such requirement shall not apply to the exercise of the options prior to the Closing Date) nor later than the fifth business day after the date on which the options shall have been exercised. If the option provided for in Section 3(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders will deliver delivery of the Option Securities (Shares by the Sponsor Sellers and payment for the Option Shares by the several Underwriters through the Representatives shall be made at the expense of the Company) to the Representatives10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives, the Company and the Sponsor Sellers. Delivery of the Option Shares shall be made to the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Sponsor Sellers by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersSponsor Sellers. If settlement for Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Delivery of the Option Securities occurs after Shares shall be made through the Closing Date, the Selling Stockholders will deliver to facilities of The Depository Trust Company unless the Representatives on the Settlement Date for the Option Securities, and the shall otherwise instruct. The obligation of the Underwriters to purchase the Option Securities Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 8 hereof.

Delivery and Payment. Delivery of and payment for the International Underwritten Securities and the International Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 20142002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the International Representatives, the Selling Stockholders U.S. Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the International Securities being herein called the “"Closing Date”"). Delivery of the International Securities shall be made to the International Representatives for the respective accounts of the several International Underwriters against payment by the several International Underwriters through the International Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the International Underwritten Securities and the International Option Securities shall be made through the facilities of The Depository Trust Company unless the International Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the International Option Securities (at the expense of the Company) to the International Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the International Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several International Underwriters, against payment by the several International Underwriters through the International Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the International Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the International Representatives on the Settlement Date settlement date for the International Option Securities, and the obligation of the International Underwriters to purchase the International Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof. It is understood and agreed that the Closing Date shall occur simultaneously with the "Closing Date" under the U.S. Underwriting Agreement, and that each settlement date, if any, shall occur simultaneously with the related "settlement date" under the U.S. Underwriting Agreement.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second (2nd) Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City timeEastern Standard Time, on [—]July 15, 20142019, or at such time on such later date not more than three two (2) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representative and the Company Issuer or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company Issuer unless the Representatives Representative shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third (3rd) Business Day immediately preceding the Closing Date, the Selling Stockholders Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the RepresentativesRepresentative, at 600 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 on the date specified by the Representatives Representative (which shall be within three two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Issuer will deliver to the Representatives Representative on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]July __, 20142021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling Stockholdersfunds. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding first business day prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 20141996, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling Stockholdersfunds. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date and payment for the Securities shall be made at the New York offices of Andrxxx & Xurtx X.X.P., 425 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Xxe Securities shall be registered in such names and in such denominations as the Representatives may request not less than one full business day in advance of the Closing Date. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding first business day prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, Representatives on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) for ), the respective accounts of the several Underwriters, Option Securities against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling Stockholdersfunds. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinionsoptions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—][ ] , 20142004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, c/o Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 7(m) hereof.

Delivery and Payment. Delivery of of, and payment for of the purchase price for, the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b) 2 hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 AM10:00 a.m., New York City time, on [—]May 10, 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders and the Company or as provided in Section 10 hereof 2010 (such date and time of delivery and payment for the Securities being herein called time, the “Closing Date”) at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (such transactions being referred to herein collectively as the “Closing”). The Closing Date and the location of, delivery of and the form of payment for the Securities may be varied by mutual agreement between the Underwriters and the Company. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price therefor by means of the Securities being sold by the Selling Stockholders to or upon the order transfer of the Selling Stockholders by wire transfer payable in same-day immediately available funds to the such account or accounts specified by the Selling StockholdersCompany in accordance with its obligations under Section 4(h) hereof on or prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b) 2 hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order therefor by means of the Selling Stockholders by wire transfer payable in same-day of immediately available funds to the such account or accounts specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date (such date of settlement if not the Closing Date, the Selling Stockholders “settlement date”), the Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 8 hereof. One or more of the Securities in global form registered in such names as the Underwriters may request upon at least one Business Day’s notice prior to the Closing Date or the settlement date, as applicable, and corresponding to the number of the Securities shall be delivered by the Company to the Underwriters (or as the Representatives direct).

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding business day prior to the Closing Date) shall be made at 11:00 AM10:00 am, New York City time, at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on [—]October 31, 20142012, or at such time on such later date not more than three Business Days business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through made, and the facilities of The Depository Trust Company unless Firm Securities and the Option Securities shall be registered in such names and denominations, as the Representatives shall otherwise instructhave requested at least one full business day prior to the Closing Date (or any Date of Delivery, as the case may be). If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding business day prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at the above-mentioned offices of Sidley Austin LLP, or at such other place as shall be agreed upon by you and the Company, on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement each Date for the Option Securitiesof Delivery, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third (3rd) Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City timeEastern Standard Time, on [—]September 22, 20142017, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representative and the Company Issuer or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company Issuer unless the Representatives Representative shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third (3rd) Business Day immediately preceding the Closing Date, the Selling Stockholders Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the RepresentativesRepresentative, at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 on the date specified by the Representatives Representative (which shall be within three (3) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Issuer will deliver to the Representatives Representative on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 20141999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Shares and the Option Securities Shares (if the option provided for in Section 3(b) hereof shall have been exercised on or before the third Business Day immediately preceding first business day prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]o, 20141997, (or at such time on such later date not more later than three Business Days five business days after the foregoing such specified date as the Representatives shall designate, ) which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 hereof Sellers (such date and time of delivery and payment for the Securities Shares being herein called the “"Closing Date”"). Delivery of the Securities Shares shall be made to the Representatives for the respective accounts account of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Sellers by wire transfer to an account designated in writing by the Sellers at least two business days in advance of the Closing Date, payable in same-day funds to the accounts specified by the Selling Stockholdersfunds. [Delivery of the Underwritten Securities and the Option Securities Shares shall be made through the facilities of The the Depository Trust Company unless Company.] [The Sellers agree to have the Shares available for inspection and checking by the Representatives shall otherwise instruct. in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date.] If the option provided for in Section 3(b) hereof is exercised after the third Business Day immediately preceding first business day prior to the Closing Date, the Selling Stockholders Sellers will deliver the Option Securities (at the expense of the CompanySellers) to the RepresentativesUnderwriters at Seven World Trade Center, New York, New York, on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) ), certificates for the respective accounts of Option Shares in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Sellers by wire transfer to an account designated in writing by the Sellers at least two business days in advance of such settlement date, payable in same-day funds to the accounts specified by the Selling Stockholdersfunds. If settlement for the Option Securities Shares occurs after the Closing Date, the Selling Stockholders Company and the Sellers will deliver to the Representatives Underwriters on the Settlement Date settlement date for the Option SecuritiesShares, and the obligation of the Underwriters to purchase the Option Securities Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]June 21, 20142019, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, XX 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding business day prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]_______________, 20141997, or at such time on such later date (not more later than three Business Days after the foregoing date ______________, 1997) as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholders and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-of same day funds to the accounts specified designated by the Selling Stockholderseach of them. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date and payment for such Securities shall be made at the office of ________________. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than three full business days in advance of the Closing Date. The Company and the Selling Stockholders agree to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding business day prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at One New York Plaza, New York, New York, on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) ), certificates for the respective accounts of Option Securities in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Stockholder identified in Schedule III by wire transfer payable in same-of same day funds to the accounts specified an account designated by the Selling Stockholderseach of them. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders Stockholder will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten -------------------- Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on June [—_], 20142001, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 11:00 the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 AM, New York City time, on [—●], 20142017, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany in writing to the Representatives. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, Representatives on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option, which date may be postponed by agreement between the Representatives and the Company) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—[ ], 2014, 2007 or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company Fund or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Fund by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersFund. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Fund will deliver the Option Securities (at the expense of the CompanyFund) to the Representatives, at the offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx, LLP, 4 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Fund by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersFund. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Fund will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—November [ ], 20142010, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option, unless such exercise occurs after 4:00pm on a Business Day in which case it shall be within four Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof, which shall include a bring-down comfort letter.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—[ ], 20142004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and, if any Option Securities are to be delivered and paid for on the Closing Date, the Selling Stockholders and the Company or or, if applicable, as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price therefor to or upon the order of the Company and, if any Option Securities are to be delivered and paid for on the Closing Date, the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Company and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company and the Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Representatives Xxxxxxxxxxxxxxx (which shall be within xxxxx xxxx xxxxx xx xxxxxx three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof therefor to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Company and the Selling StockholdersStockholders (such date and time of delivery and payment for the Option Securities being herein called the "Option Closing Date"). If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the Settlement Date for the Option SecuritiesClosing Date, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—•], 20142020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 20142013, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Company and the Company Selling Stockholder or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Company and the Selling Stockholders Stockholder, as applicable, by wire transfer payable in same-day funds to the respective accounts specified by the Company and the Selling StockholdersStockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersStockholder. If settlement for any of the Option Securities occurs after the Closing Date, the Selling Stockholders Stockholder will deliver to the Representatives on the Settlement Date applicable settlement date for the Option Securities, and the obligation of the Underwriters to purchase the such Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.. The Underwriters, through the Representatives, shall, subject to their receipt of any payment due from the Company and the Selling Stockholder, as applicable, pursuant to this Section 3, reimburse the Company and the Selling Stockholder, as applicable, at the time indicated below by wire transfer of immediately available funds to an account or accounts designated by the Company and the Selling Stockholder, as applicable, as follows:

Delivery and Payment. Delivery of through issuance of, and payment for for, the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made on the date and at 11:00 AM, New York City time, on [—], 2014the time specified in Schedule I hereto, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City or The Netherlands. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City timeEastern Standard Time, on [—•], 20142018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company Issuer or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the Representatives, at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Issuer will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 20142000, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Company and each Selling Stockholders Shareholder by wire transfer payable in same-day funds to the accounts specified by the Company and the Selling StockholdersShareholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company and each Selling Stockholders Shareholders will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and Selling Stockholders Shareholders by wire transfer payable in same-day funds to the accounts an account specified by the Company and the Selling StockholdersShareholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders Shareholders will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 9:00 AM, New York City time, on [—]April 2, 2014, 2001 or at such time on such later date not more later than three five Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called in this Underwriting Agreement, the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-same day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructinstruct at least one Business Day in advance of the Closing Date. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Companyits expense) to the Representatives, c/o Merrill Lynch, Pierce, Fennxx & Xmitx Xxxorporated, North Tower, World Financial Center, New York, New York 10281-1209, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriters through the Representatives, the Option Securities in such names and denominations as the Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company, by wire transfer of U.S. dollars and payable in same-same day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 20142018, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day business day immediately preceding the Closing Date) shall be made at 11:00 AM10:00 A.M., New York City time, on [—[ ], 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate2017, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholders and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Selling Stockholders Stockholder to or upon the order of the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholders shall be responsible to pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholders and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day business day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (such date and time of delivery and payment for the Securities being herein called the “Optional Closing Date”), which date shall be within no earlier than three Business Days business days after exercise the date of said optionthe notice provided for in Section 2(b) hereof (unless such notice is delivered two business days prior to the Closing Date, in which case the Option Securities will be delivered on the Closing Date), for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 AMthe offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New Yorx 00000, xx xx sucx xxxxx plxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxives and the Company, at 10:00 a.m., New York City time, on [—]April 23, 20142002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Representatives xxx Xxxxxxxxxxxxxxx (which shall be within three xxxxx xxxxx xx xxxxxx xhree Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof. Certificates for the Securities shall be in such denominations and registered in such names as the Underwriter may request in writing at least two full Business Days before the Closing Date. The certificates for Securities will be made available in New York City for examination by the Underwriter no later than 10:00 a.m., New York City time on the Business Day prior to the Closing Date.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding Day, defined below, prior to the Closing Date) shall be made at 11:00 AM10:00 a.m., New York City Eastern time, on [—]March 21, 20142005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representative and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. "Business Day" shall mean any day other than a Saturday, Sunday, a legal holiday, or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. If the option provided for in Section 3(b2(b) hereof is exercised on or after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, on the date (the "Date of Delivery") specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives Representative on the Settlement Date of Delivery for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of of, and payment for of the purchase price for, the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b) 2 hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 AM10:00 a.m., New York City time, on [—]July 16, 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders and the Company or as provided in Section 10 hereof 2012 (such date and time of delivery and payment for the Securities being herein called time, the “Closing Date”) at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 (such transactions being referred to herein collectively as the “Closing”). The Closing Date and the location of, delivery of and the form of payment for the Securities may be varied by mutual agreement between the Underwriters and the Company. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price therefor by means of the Securities being sold by the Selling Stockholders to or upon the order transfer of the Selling Stockholders by wire transfer payable in same-day immediately available funds to the such account or accounts specified by the Selling StockholdersCompany in accordance with its obligations under Section 4(h) hereof on or prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b) 2 hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order therefor by means of the Selling Stockholders by wire transfer payable in same-day of immediately available funds to the such account or accounts specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date (such date of settlement if not the Closing Date, the Selling Stockholders “settlement date”), the Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 8 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Firm Units and the Option Securities Units (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Initial Closing Date) shall be made at 11:00 10:30 AM, New York City time, on [—]September 10, 20142012 at the offices of Xxxxxxx Coie LLP, Portland, Oregon, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company Partnership or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities Units being herein called the “Initial Closing Date”). Delivery of the Securities Units shall be made to the Representatives for the respective accounts account of the several Underwriters each Underwriter against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Partnership by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersPartnership. Delivery of the Underwritten Securities and the Option Securities Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the initial Closing Date, the Selling Stockholders Partnership will deliver the Option Securities Units (at the expense of the CompanyPartnership) to the Representatives, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts account of the several Underwriters, each Underwriter against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Partnership by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersPartnership (each such date and time of delivery and payment for the Units, along with the Initial Closing Date, being herein called a “Closing Date”). Delivery of the Option Units shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. If settlement for of the Option Securities Units occurs after the Initial Closing Date, the Selling Stockholders Partnership will deliver to the Representatives for the account of each Underwriter on the Settlement Closing Date for the Option SecuritiesUnits, and the obligation of the Underwriters to purchase the Option Securities Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Initial Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]July 15, 20142013, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instructinstruct the Company in writing. If the option provided for in Section 3(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives c/o Morgan Xxxxxxx & Co. LLC, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 7(l) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Firm Shares and the Option Securities Additional Shares (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding Day, defined below, prior to the Closing Date) shall be made at 11:00 AM10:00 am, New York City Eastern time, on [—]June 15, 20142011, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representative and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities Shares being herein called the “Closing Date”). Delivery of the Securities Shares shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities Firm Shares and the Option Securities Additional Shares shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. “Business Day” shall mean any day other than a Saturday, Sunday, a legal holiday, or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. If the option provided for in Section 3(b2(b) hereof is exercised on or after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities Additional Shares (at the expense of the Company) to the RepresentativesRepresentative, on the date (the “Date of Delivery”) specified by the Representatives Representative (which shall be within three (3) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities Additional Shares occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives Representative on the Settlement Date of Delivery for the Option SecuritiesAdditional Shares, and the obligation of the Underwriters to purchase the Option Securities Additional Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third first Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—insert closing date], 20142018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third first Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]December 19, 20142007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representative and the Company Company, or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives Representative on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding business day prior to the Closing Date) shall be made at 11:00 AM10:00 am, New York City time, at the offices of Sidley Austin llp, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on [—]May 11, 20142009, or at such time on such later date not more than three Business Days business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through made, and the facilities of The Depository Trust Company unless Firm Securities and the Option Securities shall be registered in such names and denominations, as the Representatives shall otherwise instructhave requested at least one full business day prior to the Closing Date (or any Date of Delivery, as the case may be). If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding business day prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at the above-mentioned offices of Sidley Austin LLP, or at such other place as shall be agreed upon by you and the Company, on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement each Date for the Option Securitiesof Delivery, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding business day prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—October [ ], 20141997, or at such time on such later date not more than three Business Days business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date and payment for the Securities, in the manner set forth above, shall be made at the office of Cravath, Swaine & Xxxxx, New York, New York. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than three full business days in advance of the Closing Date. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding business day prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, on the date specified by the Representatives (which shall be within not less than two and not more than three Business Days business days after the exercise of said option) for ), the respective accounts of Option Securities in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding second business day prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City Eastern time, on [—]__________, 20141997, or at such time on such later date (not more later than three Business Days after the foregoing date __________, 1997) as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in same day funds or by wire transfer payable in same-of New York Clearing House bank same day funds to the accounts specified by the Selling Stockholdersfunds. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date and payment for such Securities shall be made at the office of Testx, Xxrwxxx & Xhibxxxxx, XXP, Boston, Massachusetts. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than two full business days in advance of the Closing Date. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding second business day prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at Seven World Trade Center, New York, New York, on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) ), certificates for the respective accounts of Option Securities in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in same day funds or by wire transfer payable in same-of New York Clearing House bank same day funds to the accounts specified by the Selling Stockholdersfunds. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]February 12, 20142018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at 11:00 AM, New York City time, on [—], 2014, the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at Three World Financial Center, 000 Xxxxx Xxxxxx, New York, New York 10281, attention of Equity Syndicate Desk, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten -------------------- Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding business day prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 20141997, or at such time on such later date (not more later than three Business Days after the foregoing date , 1997) as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds funds; provided, that the Company shall reimburse the -------- Representatives for the cost to the accounts specified by the Selling StockholdersRepresentatives of providing such funds in same-day funds. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date and payment for such Securities shall be made at the office of Cravath, Swaine & Xxxxx, New York, New York. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than two full business days in advance of the Closing Date. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding business day prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, Representatives on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) ), certificates for the respective accounts of Option Securities in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds funds; provided that the Company shall reimburse the -------- Representatives for the cost to the accounts specified by the Selling StockholdersRepresentatives of providing such funds in same-day funds. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—[ ], 20142012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option, unless such exercise occurs after 4:00 pm on a Business Day in which case it shall be within four Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof, which shall include a bring-down comfort letter.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 AM10:00 A.M., New York City time, on [—]July 5, 20142016, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—•], 20142006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereby to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on c/o Citigroup Global Markets, Inc. at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 AM, New York City timethe location, on [—], 2014, the date and at the time specified on Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany (each such date and time of delivery and payment for the Option Securities being herein called the “Option Closing Date”). Delivery of the Option Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date for the Option SecuritiesClosing Date, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—[ ], 20142013, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and, if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date, the Selling Stockholders and the Company Stockholders, or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and, if applicable, each of the Selling Stockholders to or upon the order of the Company and, if applicable, the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Company and, if applicable, the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersStockholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City timeEastern Standard Time, on [—●], 20142016, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company Issuer or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Issuer will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Shares and the Option Securities Shares (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]June 23, 20142020, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representative and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called in this Agreement the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities Shares and the Option Securities Shares shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Selling Stockholders Company hereto will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be within three two Business Days after exercise of said option) ), the Option Shares to the Representative for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. If settlement for the Option Securities Shares occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives Representative on the Settlement Date settlement date for the Option SecuritiesShares, and the obligation of the Underwriters to purchase the Option Securities Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding business day prior to the Closing Date) shall be made at 11:00 AM10:00 am, New York City time, at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on [—]June 16, 20142009, or at such time on such later date not more than three Business Days business days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representative and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through made, and the facilities Firm Securities and the Option Securities shall be registered in such names and denominations, as the Representative shall have requested at least one full business day prior to the Closing Date (or any Date of The Depository Trust Company unless Delivery, as the Representatives shall otherwise instructcase may be). If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding business day prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at the above-mentioned offices of Sidley Austin LLP, or at such other place as shall be agreed upon by you and the Company, on the date specified by the Representatives Representative (which shall be within three Business Days business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives Representative on the Settlement each Date for the Option Securitiesof Delivery, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City timeEastern Standard Time, on [—•], 20142015, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company Issuer or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York , New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Issuer will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—[ ], 20142009, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholders and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Company and the Selling StockholdersStockholders (including the account designated with respect to the repayment to Bank of America of the obligations secured by the Pledge Agreement). Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to through the Representativesfacilities of The Depository Trust Company unless the Representatives shall otherwise instruct, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second (2nd) Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City timeEastern Standard Time, on [—]October 23, 20142018, or at such time on such later date not more than three two (2) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company Issuer or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company Issuer unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third (3rd) Business Day immediately preceding the Closing Date, the Selling Stockholders Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 on the date specified by the Representatives (which shall be within three two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Issuer will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second (2nd) Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City timeEastern Time, on [—]August 21, 20142020, or at such time on such later date not more than three two (2) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representative and the Company Issuer or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company Issuer unless the Representatives Representative shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third (3rd) Business Day immediately preceding the Closing Date, the Selling Stockholders Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the RepresentativesRepresentative, at 100 Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 on the date specified by the Representatives Representative (which shall be within three two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Issuer will deliver to the Representatives Representative on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]August 8, 20142012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instructinstruct the Company in writing. If the option provided for in Section 3(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives c/o Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 7(l) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding business day prior to the Closing Date) shall be made at 11:00 AM10:00 am, New York City time, at the offices of Sidley Austin llp, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on [—]August 20, 20142010, or at such time on such later date not more than three Business Days business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through made, and the facilities of The Depository Trust Company unless Firm Securities and the Option Securities shall be registered in such names and denominations, as the Representatives shall otherwise instructhave requested at least one full business day prior to the Closing Date (or any Date of Delivery, as the case may be). If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding business day prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at the above-mentioned offices of Sidley Austin LLP, or at such other place as shall be agreed upon by you and the Company, on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement each Date for the Option Securitiesof Delivery, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing DateDate (as defined herein)) shall be made at 11:00 10:00 AM, New York City time, on [—•], 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 3 Times Square, 27th Floor, New York, New York, on the date specified by the Representatives (which shall be within three Business Days after the delivery of the notice of exercise of said optionoption unless the Representatives and the Company agree to a later date) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Company and the Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts specified by the Company and the Selling StockholdersStockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersStockholder. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Stockholder will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]June 15, 20142005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholders and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by each of the Selling Stockholders to or upon the order of the such Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the such Selling StockholdersStockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless ("DTC"). Each Selling Stockholder will pay all applicable transfer taxes, if any, involved in the Representatives shall otherwise instructtransfer to the several Underwriters of the Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders will deliver the Option Securities (at through the expense facilities of the Company) to the Representatives, DTC on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of each of the Selling Stockholders by wire transfer payable in same-day funds to the accounts an account specified by the such Selling StockholdersStockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at 11:00 AM, New York City time, on [—], 2014, the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representative and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at One Wachovia Center, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives Representative on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second (2nd) Business Day immediately preceding the Closing Date) shall be made at 11:00 AM9:00 a.m., New York City timeEastern Standard Time, on [—]December 3, 20142021, or at such time on such later date not more than three two (2) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company Issuer or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Issuer by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company Issuer unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third (3rd) Business Day immediately preceding the Closing Date, the Issuer and each Selling Stockholders Stockholder will deliver the their respective Option Securities (at the expense of the Company) to the Representatives, Representatives on the date specified by the Representatives (which shall be within three two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Issuer and the Selling Stockholders Stockholders, as applicable, by wire transfer payable in same-day funds to the accounts an account specified by the Issuer and each Selling StockholdersStockholder, as applicable. If settlement for the Option Securities occurs after the Closing Date, the Issuer and the Selling Stockholders Stockholder will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—·], 20142019, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]August 11, 20142010, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instructinstruct the Company in writing. If the option provided for in Section 3(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives c/o UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 7(l) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]June 1, 20142011, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company, with respect to the Underwritten Securities, or among the Representatives, the Selling Stockholders Company and the Company Selling Stockholders, with respect to the Option Securities, or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders named in Schedule II hereto will deliver in accordance with Schedule II hereto the Option Securities (at the expense of the Company) to the Representatives, on at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders by wire transfer payable in same-day funds to the accounts an account specified by the Selling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]June 18, 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Company and the Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts specified by the Company and the Selling StockholdersStockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersStockholder. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Stockholder will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]July 16, 20142018, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]February , 20141999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Company and the Company HEA or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. HEA will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from HEA and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company and HEA will deliver the Option Securities (at the expense of the Company) to the Representatives, on the at 388 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx xxx date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company and HEA by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany and HEA. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company and HEA will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, of supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—], 20142006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Securities, and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) ), shall be made at 11:00 10:00 AM, New York City time, on [—●], 20142017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Offered Securities in the form of ADSs shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option SecuritiesSecurities in the form of ADSs, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date such settlement date pursuant to Section 7 6 hereof. The ADR certificates, if any, evidencing the Underwritten Securities and Option Securities shall be registered in such names and in such denominations as the Representatives may request not less than two full Business Days prior to such Closing Date or the settlement date for the Option Securities, as the case may be.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third end of the second Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]December 12, 20142012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to Citigroup Global Markets Inc. (the Representatives “Lead Representative”) for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Lead Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Lead Representative shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, Lead Representative on the date specified by the Representatives Lead Representative (which without the Company’s consent, shall be within three no earlier than the third Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Lead Representative of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives Lead Representative on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—•], 20142018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—•], 20142005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholders and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by each of the Selling Stockholders to or upon the order of the such Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the such Selling StockholdersStockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless (“DTC”). Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the Representatives shall otherwise instructtransfer to the several Underwriters of the Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholders will deliver the Option Securities (at through the expense facilities of the Company) to the Representatives, DTC on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of each of the Selling Stockholders by wire transfer payable in same-day funds to the accounts an account specified by the such Selling StockholdersStockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on November [—], 2014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, Representatives and the Selling Stockholders and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Selling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof. The Selling Stockholders will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholders and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Shares and the Option Securities Shares (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—●], 20142017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representative and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities Shares being herein called in this Underwriting Agreement the “Closing Date”). Delivery of the Securities Shares shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities Shares being sold by the Selling Stockholders Company to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. Delivery of the Underwritten Securities Shares and the Option Securities Shares shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, on at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) the Option Shares in such names and denominations as the Representative shall have requested for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts account specified by the Selling StockholdersCompany. If settlement for the Option Securities Shares occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives Representative on the Settlement Date settlement date for the Option SecuritiesShares, and the obligation of the Underwriters to purchase the Option Securities Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Initial Securities and the Option Securities (if the option provided for in Section 3(b4(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City timeEastern Daylight Time, on [—]March 27, 20142017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Selling Stockholders Issuer and the Company or as provided in Section 10 hereof Forward Sellers (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall have the meaning of any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders Issuer (with respect to the Issuer Securities, including the Issuer Top-Up Option Securities, if exercised) or the Forward Sellers (with respect to the Borrowed Securities, including the Borrowed Option Securities, if exercised), as the case may be, to or upon the order of the Selling Stockholders Issuer (with respect to the Issuer Securities, including the Issuer Top-Up Option Securities, if exercised) or the Forward Sellers (with respect to the Borrowed Securities, including the Borrowed Option Securities, if exercised), as the case may be, by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersIssuer (with respect to the Issuer Securities, including the Issuer Top-Up Option Securities, if exercised) or the Forward Sellers (with respect to the Borrowed Securities, including the Borrowed Option Securities, if exercised), as the case may be. Delivery of the Underwritten Initial Securities and the Option Securities (if exercised) shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructCompany. If the option provided for in Section 3(b4(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, (i) the Selling Stockholders Forward Sellers will deliver the Borrowed Option Securities (at the expense of the Company) to the Representatives, c/x Xxxxxxxxx LLC, at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or c/o Citigroup Global Markets Inc., at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Forward Sellers by wire transfer payable in same-day funds to the accounts specified by the Selling StockholdersForward Sellers or (ii) if applicable, the Issuer will deliver the Issuer Top-Up Option Securities (at the expense of the Issuer) to the Representatives, c/x Xxxxxxxxx LLC, at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or c/o Citigroup Global Markets Inc., at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Issuer by wire transfer payable in same-day funds to the accounts specified by the Issuer. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Forward Sellers or Issuer, as applicable, will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 9 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 11:00 the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 AM, New York City time, on [—●], 20142020, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Selling Stockholders Representatives and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany in writing to the Representatives. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Selling Stockholders Company will deliver the Option Securities (at the expense of the Company) to the Representatives, Representatives on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option, which date may be postponed by agreement between the Representatives and the Company) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives on the Settlement Date settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 3(b2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 11:00 10:00 AM, New York City time, on [—]May 13, 20142015, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the RepresentativesRepresentative, the Company and the Selling Stockholders and the Company or as provided in Section 10 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Selling Stockholders price thereof to or upon the order of the each Selling Stockholders Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the each Selling StockholdersStockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives Representative shall otherwise instruct. If the option provided for in Section 3(b2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders will deliver delivery of and payment for the Option Securities (shall be made by the Company at the expense of the Company) to the Representatives10:00 AM, New York City time, on the date specified by the Representatives Representative (which shall be within not less than three nor more than 10 Business Days after exercise of said option) (such date and time of delivery and payment for the Option Securities, being herein called the “Option Closing Date”) for the respective accounts of the several Underwriters, Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders Company by wire transfer payable in same-day funds to the accounts an account specified by the Selling StockholdersCompany. If settlement for the Option Securities occurs after the Closing Date, the Selling Stockholders Company will deliver to the Representatives Representative on the Settlement Date for the Option SecuritiesClosing Date, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 6 hereof.