Common use of Delivery or Sale of Securities; Settlement of Accounts Clause in Contracts

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 10.12 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA NASD Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. interest Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10.12, upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s 's discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (a) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s 's Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6.1 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5.2) exceed such Underwriter’s 's Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on (1) their relative Underwriting PercentagesPercentages as a percentage of the total combined Underwriting Percentages of the Manager and all Co-Managers, or (2) if the Manager so determines, their relative Offering Economics (as hereinafter defined) as a percentage of the combined Offering Economics of the Manager and all Co-Managers together. The Manager's or a Co-Manager's "OFFERING ECONOMICS" equals the sum of its Management Fee Share, its Underwriting Fee Share and its Selling Concession Share (each as hereinafter defined). The Manager's or a Co-Manager's "MANAGEMENT FEE SHARE" is the dollar amount of its share, as agreed among the Manager and any Co-Managers, of the amount payable by all Underwriters to some or all of the Manager and any Co-Manager as a global coordinators' fee, praecipium, management fee or other fee. The Manager's or a Co-Manager's "UNDERWRITING FEE SHARE" is the dollar amount of its Underwriting Percentage of the aggregate initial Offering Price of the Firm Securities less the Purchase Price thereof, less the Selling Concession thereon. The Manager's or a Co-Manager's "SELLING CONCESSION SHARE" is the dollar amount of any Selling Concession credited to it on sales from the institutional pot or on sales made for the account of any other Underwriter. If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6.1 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6.1(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA NASD Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. interest Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10.12, upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.in

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Co- Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA NASD Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control hands may be held with the Manager’s general funds without accountability for interest. interest Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10.12, upon termination of each AAU, AAU or prior thereto at the Manager’s discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (a) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6.1 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5.2) exceed such Underwriter’s Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on (1) their relative Underwriting PercentagesPercentages as a percentage of the total combined Underwriting Percentages of the Manager and all Co-Managers, or (2) if the Manager so determines, their relative Offering Economics (as hereinafter defined) as a percentage of the combined Offering Economics of the Manager and all Co-Managers together. The Manager’s or a Co-Manager’s “Offering Economics” equals the sum of its Management Fee Share, its Underwriting Fee Share and its Selling Concession Share (each as hereinafter defined). The Manager’s or a Co-Manager’s “Management Fee Share” is the dollar amount of its share, as agreed among the Manager and any Co-Managers, of the amount payable by all Underwriters to some or all of the Manager and any Co-Manager as a global coordinators’ fee, praecipium, management fee or other fee. The Manager’s or a Co-Manager’s “Underwriting Fee Share” is the dollar amount of its Underwriting Percentage of the aggregate initial Offering Price of the Firm Securities less the Purchase Price thereof, less the Selling Concession thereon. The Manager’s or a Co-Manager’s “Selling Concession Share” is the dollar amount of any Selling Concession credited to it on sales from the institutional pot or on sales made for the account of any other Underwriter. If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6.1 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6.1(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA NASD Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. interest Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10.12, upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s 's discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (a) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s 's Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6.1 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5.2) exceed such Underwriter’s 's Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on (1) their relative Underwriting PercentagesPercentages as a percentage of the total combined Underwriting Percentages of the Manager and all Co-Managers, or (2) if the Manager so determines, their relative Offering Economics (as hereinafter defined) as a percentage of the combined Offering Economics of the Manager and all Co-Managers together. The Manager's or a Co-Manager's "Offering Economics" equals the sum of its Management Fee Share, its Underwriting Fee Share and its Selling Concession Share (each as hereinafter defined). The Manager's or a Co-Manager's "Management Fee Share" is the dollar amount of its share, as agreed among the Manager and any Co-Managers, of the amount payable by all Underwriters to some or all of the Manager and any Co-Manager as a global coordinators' fee, praecipium, management fee or other fee. The Manager's or a Co-Manager's "Underwriting Fee Share" is the dollar amount of its Underwriting Percentage of the aggregate initial Offering Price of the Firm Securities less the Purchase Price thereof, less the Selling Concession thereon. The Manager's or a Co-Manager's "Selling Concession Share" is the dollar amount of any Selling Concession credited to it on sales from the institutional pot or on sales made for the account of any other Underwriter. If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6.1 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6.1(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 10.12 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Co- Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA NASD Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control hands may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10.12, upon termination of each AAU, AAU or prior thereto at the Manager’s discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (a) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6.1 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5.2) exceed such Underwriter’s Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on (1) their relative Underwriting PercentagesPercentages as a percentage of the total combined Underwriting Percentages of the Manager and all Co-Managers, or (2) if the Manager so determines, their relative Offering Economics (as hereinafter defined) as a percentage of the combined Offering Economics of the Manager and all Co-Managers together. The Manager’s or a Co-Manager’s “Offering Economics” equals the sum of its Management Fee Share, its Underwriting Fee Share and its Selling Concession Share (each as hereinafter defined). The Manager’s or a Co-Manager’s “Management Fee Share” is the dollar amount of its share, as agreed among the Manager and any Co-Managers, of the amount payable by all Underwriters to some or all of the Manager and any Co-Manager as a global coordinators’ fee, praecipium, management fee or other fee. The Manager’s or a Co-Manager’s “Underwriting Fee Share” is the dollar amount of its Underwriting Percentage of the aggregate initial Offering Price of the Firm Securities less the Purchase Price thereof, less the Selling Concession thereon. The Manager’s or a Co-Manager’s “Selling Concession Share” is the dollar amount of any Selling Concession credited to it on sales from the institutional pot or on sales made for the account of any other Underwriter. If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6.1 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6.1(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s 's discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s 's control may be held with the Manager’s 's general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6(a) hereof and held by the Manager for sale pursuant to Section 3.4 3(d) or 3.5 3(e) hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V Section 5 hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA Rules NASD rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control hands may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10(l), upon termination of each AAU, AAU or prior thereto at the Manager’s discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 7(b) hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii5(d)(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 5(a) hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses, losses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (aA) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (bB) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5(b)) exceed such Underwriter’s Original Underwriting Obligation, Purchase Obligation and (cC) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on (1) their relative Underwriting PercentagesPercentages as a percentage of the total combined Underwriting Percentages of the Manager and all Co-Managers, or (2) if the Manager so determines, their relative Offering Economics (as hereinafter defined) as a percentage of the combined Offering Economics of the Manager and all Co-Managers together. The Manager’s or a Co-Manager’s “Offering Economics” equals the sum of its Management Fee Share, its Underwriting Fee Share and its Selling Concession Stare (each as hereinafter defined). The Manager’s or a Co-Manager’s “Management Fee Share” is the dollar amount of its share, as agreed among the Manager and any Co-Managers, of the amount payable by all Underwriters to some or all of the Manager and any Co-Manager as a global coordinators’ fee, praecipuum, management fee or other fee. The Manager’s or a Co-Manager’s “Underwriting Fee Share” is the dollar amount of its Underwriting Percentage of the aggregate initial Offering Price of the Firm Securities less the Purchase Price thereof, less the Selling Concession thereon. The Manager’s or a Co-Manager’s or Underwriter’s “Selling Concession Share” is the dollar amount of any Selling Concession credited to it on sales from the institutional pot or on sales made for the account of any other Underwriter. If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% __%1 of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 10.12 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. [The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). Percentages).]2 If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA NASD Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10.12, upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s 's discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (a) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s 's Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6.1 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5.2) exceed such Underwriter’s 's Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on (1) their relative Underwriting PercentagesPercentages as a percentage of the total combined Underwriting Percentages of the Manager and all Co-Managers, or (2) if the Manager so determines, their relative Offering Economics (as hereinafter defined) as a percentage of the combined Offering Economics of the Manager and all Co-Managers together. The Manager's or a Co-Manager's "OFFERING ECONOMICS" equals the sum of its Management Fee Share, its Underwriting Fee Share and its Selling Concession Share (each as hereinafter defined). The Manager's or a Co-Manager's "MANAGEMENT FEE SHARE" is the dollar amount of its share, as agreed among the Manager and any Co-Managers, of the amount payable by all Underwriters to some or all of the Manager and any Co-Manager as a global coordinators' fee, praecipium, management fee or other fee. The Manager's or a Co-Manager's "UNDERWRITING FEE SHARE" is the dollar amount of its Underwriting Percentage of the aggregate initial Offering Price of the Firm Securities less the Purchase Price thereof, less the Selling Concession thereon. The Manager's or a Co-Manager's "SELLING CONCESSION SHARE" is the dollar amount of any Selling Concession credited to it on sales from the institutional pot or on sales made for the account of any other Underwriter. If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6.1 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6.1(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% %6 of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 10.12 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.:

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 10.12 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, losses or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA NASD Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. interest Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10.12, upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s 's discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (a) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s 's Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6.1 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5.2) exceed such Underwriter’s 's Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co- Managers based on (1) their relative Underwriting Percentages as a percentage of the total combined Underwriting Percentages of the Manager and all Co-Managers, or (2) if the Manager so determines, their relative Offering Economics (as hereinafter defined) as a percentage of the combined Offering Economics of the Manager and all Co-Managers based together. The Manager's or a Co-Manager's "Offering Economics" equals the sum of its Management Fee Share, its Underwriting Fee Share and its Selling Concession Share (each as hereinafter defined). The Manager's or a Co-Manager's "Management Fee Share" is the dollar amount of its share, as agreed among the Manager and any Co-Managers, of the amount payable by all Underwriters to some or all of the Manager and any Co-Manager as a global coordinators' fee, praecipium, management fee or other fee. The Manager's or a Co-Manager's "Underwriting Fee Share" is the dollar amount of its Underwriting Percentage of the aggregate initial Offering Price of the Firm Securities less the Purchase Price thereof, less the Selling Concession thereon. The Manager's or a Co-Manager's "Selling Concession Share" is the dollar amount of any Selling Concession credited to it on their Underwriting Percentages)sales from the institutional pot or on sales made for the account of any other Underwriter. If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6.1 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6.1(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% %6 of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 10.1110.12 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. [The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Co- Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). Percentages).]7 If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, 6 To be filled in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) aboveby each firm separately.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6 hereof and held by the Manager for sale pursuant to Section 3.4 3(d) or 3.5 3(e) hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions provision of Article V Section 5 hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the upon termination of such the AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA Rules NASD rules or, if no period is so if specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. Notwithstanding any provision of this Master Morgan Keegan & Company, Xxx. Xxxxxx AAU other than Section 10.11 hereof10(l), upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 7(b) hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii5(d)(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 5(a) hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s 's discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (ai) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s 's Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (bii) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5(b)) exceed such Underwriter’s 's Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA NASD Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10.12, upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.in

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.:

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii5.4 (ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, losses or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% %6 of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period or periods specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. In particular, the Manager will, with respect to public offerings of corporate debt securities under FINRA Rule 11880, remit to you your share of the amount that represents at least 70% of the total Fees and Commissions of such Offering within 30 days following the Settlement Date (such amount the “Initial Distribution”), with your share of any undistributed Fees and Commissions net of all expenses charged against your account to be remitted within 90 days following the Settlement Date. The Manager may reserve from any distribution (other than the Initial Distribution) such amount as the Manager deems advisable to cover possible additional expenses. If, as a result of one or more distributions, the Manager determines that a negative balance has been created in your account after payment of all syndicate expenses, the Manager may require you to return to the Manager the amount of such negative balance promptly (and, in any event, within 30 days) after written notice to you thereof by the Manager. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6 hereof and held by the Manager for sale pursuant to Section 3.4 3(d) or 3.5 3(e) hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions provision of Article V Section 5 hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the upon termination of such the AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA Rules NASD rules or, if no period is so if specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. Notwithstanding any provision of this Master Morgan Keegan & Company, Ixx. Xxxxxx AAU other than Section 10.11 hereof10(l), upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 7(b) hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii5(d)(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 5(a) hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s 's discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (ai) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s 's Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (bii) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5(b)) exceed such Underwriter’s 's Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6 hereof and held by the Manager for sale pursuant to Section 3.4 3(d) or 3.5 3(e) hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions provision of Article V Section 5 hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the upon termination of such the AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA Rules NASD rules or, if no period is so if specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. Notwithstanding any provision of this Xxxxxx Xxxxxx & Company, Inc. Master AAU other than Section 10.11 hereof10(l), upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 7(b) hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii5(d)(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 5(a) hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s 's discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (ai) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s 's Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (bii) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5(b)) exceed such Underwriter’s 's Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% %6 of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 10.12 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. [The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). Percentages).]7 If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, 6 To be filled in the case of Securities or Other Securities returned to you pursuant to clause (ii) aboveby each firm separately.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable 11 Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA NASD Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10.12, upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.Underwriting

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA NASD Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control hands may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10.12, upon termination of each AAU, AAU or prior thereto at the Manager’s discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will shall be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6.1 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5.2) exceed such Underwriter’s Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6.1 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6.1(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6(a) hereof and held by the Manager for sale pursuant to Section 3.4 3(d) or 3.5 3(e) hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V Section 5 hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA Rules NASD rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10(l), upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 7(b) hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii5(d)(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 5(a) hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s 's discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses, losses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (aA) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s 's Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (bB) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5(b)) exceed such Underwriter’s 's Original Underwriting Obligation, Purchase Obligation and (cC) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on (1) their relative Underwriting PercentagesPercentages as a percentage of the total combined Underwriting Percentages of the Manager and all Co-Managers, or (2) if the Manager so determines, their relative Offering Economics (as hereinafter defined) as a percentage of the combined Offering Economics of the Manager and all Co-Managers together. The Manager's or a Co-Manager's "OFFERING ECONOMICS" equals the sum of its Management Fee Share, its Underwriting Fee Share and its Selling Concession Stare (each as hereinafter defined). The Manager's or a Co-Manager's "MANAGEMENT FEE SHARE" is the dollar amount of its share, as agreed among the Manager and any Co-Managers, of the amount payable by all Underwriters to some or all of the Manager and any Co-Manager as a global coordinators' fee, praecipuum, management fee or other fee. The Manager's or a Co-Manager's "UNDERWRITING FEE SHARE" is the dollar amount of its Underwriting Percentage of the aggregate initial Offering Price of the Firm Securities less the Purchase Price thereof, less the Selling Concession thereon. The Manager's or a Co-Manager's or Underwriter's "SELLING CONCESSION SHARE" is the dollar amount of any Selling Concession credited to it on sales from the institutional pot or on sales made for the account of any other Underwriter. If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 10.12 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii5.4 (ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Co- Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s 's discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s 's control may be held with the Manager’s 's general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof, upon termination of each AAU, or prior thereto at the Manager’s 's discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.of

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA NASD Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 hereof10.12, upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s 's discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (a) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s 's Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6.1 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5.2) exceed such Underwriter’s 's Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on (1) their relative Underwriting PercentagesPercentages as a percentage of the total combined Underwriting Percentages of the Manager and all Co-Managers, or (2) if the Manager so determines, their relative Offering Economics (as hereinafter defined) as a percentage of the combined Offering Economics of the Manager and all Co-Managers together. The Manager's or a Co-Manager's "Offering Economics" equals the sum of its Management Fee Share, its Underwriting Fee Share and its Selling Concession Share (each as hereinafter defined). The Manager's or a Co-Manager's "Management Fee Share" is the dollar amount of its share, as agreed among the Manager and any Co-Managers, of the amount payable by all Underwriters to some or all of the Manager and any Co-Manager as a global coordinators' fee, praecipium, management fee or other fee. The Manager's or a Co-Manager's "Underwriting Fee Share" is the dollar amount of its Underwriting Percentage of the aggregate initial Offering Price of the Firm Securities less the Purchase Price thereof, less the Selling Concession thereon. The Manager's or a Co-Manager's "Selling Concession Share" is the dollar amount of any Selling Concession credited to it on sales from the institutional pot or on sales made for the account of any other Underwriter. If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6.1 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6.1(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5 hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. Any of your funds under the Manager’s control may be held with the Manager’s general funds without accountability for interest. Notwithstanding any provision of this Master AAU other than Section 10.11 10.12 hereof, upon termination of each AAU, or prior thereto at the Manager’s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section 7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 hereof or any Intersyndicate Agreement, and (iii) deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s discretion. The only limitations on such discretion will be as follows: (a) no Underwriter that is not the Manager or a Co-Manager will bear more than its share of such expenses, losses, or Securities (such share will not exceed such Underwriter’s Underwriting Percentage and will be determined pro rata among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof) exceed such Underwriter’s Original Underwriting Obligation, and (c) no Co-Manager will bear more than its share of such expenses, losses, or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VI, in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.

Delivery or Sale of Securities; Settlement of Accounts. Upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager will shall deliver to you any Securities paid for by you pursuant to Article VI Section 6 hereof and held by the Manager for sale pursuant to Section 3.4 3(d) or 3.5 3(e) hereof but not sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions provision of Article V Section 5 hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the upon termination of such the AAU, if the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities, the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, times and in such manner as it may determine. Within the period specified by applicable FINRA Rules NASD rules or, if no period is so if specified, as soon as practicable after termination of such AAU, your account will shall be settled and paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to or by you will shall be final and conclusive. Any of your funds under in the Manager’s control 's hands may be held with the Manager’s 's general funds without accountability for interest. Notwithstanding any provision of this Morgan Keegan & Company, Xxx. Master AAU other than Section 10.11 hereof10(l), upon termination of each AAU, AAU or prior thereto at the Manager’s 's discretion, the Manager may: (i) may allocate to the accounts of the Underwriters the expenses described in Section 7.2 7(b) hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section 5.4(ii5(d)(ii) hereof), (ii) may deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section 5.1 5(a) hereof or any Intersyndicate Agreement, Agreement and (iii) may deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager’s 's discretion. The only limitations on such Manager shall have full discretion will be to allocate expenses and Securities to the accounts of any Underwriter as follows: the Manager decides, except that (ai) no Underwriter that is not (other than the Manager or a Co-Manager will Manager) shall bear more than its share of such expenses, losses, losses or Securities (such share will shall not exceed such Underwriter’s 's Underwriting Percentage and will shall be determined pro rata among all such Underwriters based on their Underwriting Percentages), (bii) no such Underwriter will shall receive Securities that, together with any Securities purchased by such Underwriter pursuant to Article VI Section 6 (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section 5.2 hereof5(b)) exceed such Underwriter’s 's Original Underwriting Obligation, Purchase Obligation and (c) no Co-Manager will shall bear more than its share share, as among the Manager and the other Co-Managers, of such expenses, losses, losses or Securities (such share to be determined pro rata among the Manager and all Co-Managers based on their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii) or (iii) above were not paid for by you pursuant to Article VI Section 6 hereof, you will shall pay to the Manager an amount per security equal to the amount set forth in clause (i) of Article VISection 6(i), in the case of Securities returned to you pursuant to clause (iii) above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to clause (ii) above.