Common use of Certain Representations and Agreements Clause in Contracts

Certain Representations and Agreements. We represent that we are (a) a member in good standing of the NASD, or (b) a bank that is not a member of the NASD or (c) a foreign bank, broker, dealer or institution not eligible for membership in the NASD. If we are such a NASD member, we agree that in making sales of Securities we will comply with all applicable rules of the NASD. If we are not a NASD member, we agree to comply as though we were a member with Conduct Rules 2730, 2740 and 2750 of the NASD and to comply with the requirements of the NASD’s Interpretation with Respect to Free-Riding and Withholding. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America except through the Representatives and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. If we are a bank, we agree that we will not accept any portion of the management fee paid by the Underwriters with respect to the offering of any Securities or, in connection with the public offering of any Securities that do not constitute “exempted securities” within the meaning of Section 3(a)(l2) of the 1934 Act, purchase any Securities at a discount from the offering price from any Underwriter or Selected Dealer or otherwise accept any selling concession, discount or other allowance from any Underwriter or Selected Dealer, which in any such case is not permitted under