sale, he shall remit to the Manager for the bonds the Take Down Price agreed on herein, and on receiving it the Manager shall deliver or cause to be delivered to the Member the bonds required. Sec. 5.-TAKE DOWN PRICE. When and as a Member shall wish to procure bonds through the Manager, as herein provided, he shall pay the Manager an amount equal to (a) The Selling Price agreed upon hereunder and accrued interest without allowance for any commissions; or (b) (alternative) the Selling Price agreed upon hereunder and accrued interest less the selling Member's commission. or (c) (alternative) an amount sufficient to pay off enough of the said loan to procure the release of the bonds as collateral— i. e., the Purchase Price and accrued interest less any pro rata for each bond paid by the Member when the joint loan was arranged; or (d) The Selling Price less any pro rata paid by each Member when the loan was arranged; or (e) The Selling Price less the Seller's commission and less any pro rata paid by each Member when the loan was arranged. Note.-Obviously (a) and (d) leave all profits including commissions in the hands of the Manager, and (b) and (e) all profits except commissions in his hands; (c) would leave all profits in the hands of the Members to be accounted for to the Manager. Obviously, too, (c), (d) and (e) are provisions in the event of carrying by a joint loan. Whereupon the Manager shall procure, in the manner herein stipulated, the bonds called for and deliver them to the Member. The price here provided for shall be known herein as The Take Down Price. Sec. 6-NOTIFICATION. On making a sale a Member shall immediately notify the Manager by telephone or telegraph and shall confirm this notification by letler. Sec. 7.-TERRITORY. A.-UNRESTRICTED. Members may offer and sell the bonds without restriction as to territory. It is agreed that B.-RESTRICTED. shall offer or advertise the bonds only in, or sell them only to purchasers residing in (Repeat until all the Members are provided with territory.) Sec. 8.-DURATION OF ACCOUNT. A.-TIME LIMITED. Unless all the bonds are earlier sold, whereupon the Account shall be closed, selling under this Account shall come to an end at the close of the... .. day of ..... 19...., and Members shall then take for their own account in proportion to their participation herein, unless otherwise herein expressly provided, any bonds then remaining undisposed of, and the Manager shall proceed to a settlement of the Account. If, however, a majority in interest in the Account before the said day shall so vote, the Manager shall forthwith give notice to all the Members that the Account will continue in accordance with the vote of the majority in interest. B.-TIME INDETERMINATE. Unless earlier terminated as herein provided this agreement shall continue until all the bonds are sold or disposed of. Whereupon the Manager shall notify the Members that the Account is closed and proceed to a settlement of the Account. If, however, a majority in interest herein of the Members shall so vote, the Manager shall forthwith give notice to all the Members that the Account will be closed on a day named in the notice and the Members shall take up in proportion to their participation herein any bonds then remaining undisposed of, unless otherwise herein expressly provided. Sec. 9.-ADVERTISING. All advertising in newspapers or periodicals shall be done, and all circulars prepared and printed by the Manager at the expense of the Account in the names of ..... The terms of this provision may be changed by the note of a majority in interest. B.-(Alternative Clause.) Each Member may advertise the bonds in newspapers and printed circulars thereon at his own expense in the names of ... But all such advertising and circulars shall be approved by the Manager. The terms of this provision may be changed by vote of a majority in interest. C. (Alternative Clause.) Each Member may advertise the bonds in newspapers and periodicals, and may issue circulars thereon at his own expense and in his own name. But all such advertising shall be approved by the Manager. The terms of this provision may be changed by vote of a majority in interest. Sec. 10.-POWER OF ATTORNEY TO MANAGER. The Members nominate and appoint the Manager their agent and attorney, with full power and authority to do any and all acts and to enter into and execute any and all agreements or other instruments necessary or proper, or by the Manager deemed expedient in the premises, to carry out the purposes of this agreement. The Manager shall have the sole direction, management and the entire conduct of the Account, and the enumeration of particular or specific powers in this agreement shall not be considered as in any way limiting or abridging the general power or discretion intended to be conferred upon and reserved to the Manager in order to authorize him to do any and all things proper, necessary or expedient in his discretion to carry out the purposes of this agreement. Sec. 11.-EXPENSES AND PROFITS AND LOSSES. The Manager shall keep the books of the Account, and apportion the expenses and the profits or losses in accordance with the provisions of this agreement. All expenses incurred by the Manager on account of the Account, including counsel fees, the expense of receiving and delivering bonds, and all other disbursements and expenses made by him in connection with the carrying out of the purpose of this agreement shall be a charge to the Account. Also expenses of members for telegrams, telephone calls, postage, printing and other purposes incurred by them in carrying out the purposes of this agreement shall be allowed by the Manager in his reasonable discretion as expenses of the account and charged to it. Sec. 12.-Each Member hereby ratifies, assents to and agrees to be bound by any action of the Manager taken under this agreement, and agrees to perform all of his undertakings hereunder from time to time on the call of the Manager to the full extent of his liability hereunder. Sec. 13. Each and every Member, will, upon reasonable request, execute and deliver any further writing or writings which may be necessary or proper to carry this agreement into effect. Sec. 14. The failure of any Member to perform any of his undertakings hereunder shall not release any other Member, but if any Member fails to perform any undertaking hereunder his liability shall be borne by the other Members in proportion to their participation in the Account. Sec. 15.-All notices issued by the Manager hereunder shall be telegraphed or mailed to or delivered at the addresses of the Members as given below, opposite their respective names. Requests of Members to the Manager shall be in writing mailed or delivered or shall be transmitted by telegraph to the address of the Manager given below. Sec. 16.-In event of the resignation of the Manager a majority in interest herein of the Members shall choose a successor and the successor shall have all the duties and powers of the Manager as herein set forth. IN WITNESS WHEREOF, the Manager, party of the first part, has subscribed the original hereof, and the Members, parties of the second part, have subscribed the original or counterparts thereof as of the day and year of the date hereof. |