Common use of Default by an Underwriter Clause in Contracts

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, then the remaining Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all of the unsold Securities in such amounts as may be agreed upon and upon the case may beterms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then the non-defaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the principal amount of the Securities set forth opposite their names in Schedule I(A) II hereto bears to the aggregate principal amount of the Securities set forth opposite the names of all the remaining non-defaulting Underwriters, as applicable) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities set forth in Schedule I(A) II hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as Underwriters shall have the case may be, right to purchase no less than the amount of such unpurchased Securities that exceeds 10% all, but shall not be under any obligation to purchase any, of the amount thereof upon Securities, and if such terms herein set forth. Ifnon-defaulting Underwriters do not purchase all the Securities, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and Trust or the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 118, the Closing Date shall be postponed for such period, not exceeding five seven Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for as the Representatives are necessary shall determine in order that the required changes in the Registration Statement, the Canadian Final Prospectus and the U.S. Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Trust or the Company and the Selling Stockholders or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities Bonds which it has agreed to be purchased by such Underwriter purchase hereunder (in this Section called the “Unpurchased Bonds”), the Representatives may in their discretion arrange for themselves or Underwriters hereunder and such failure another party or other parties to purchase shall constitute a such Unpurchased Bonds on the terms contained herein. If within 36 hours after such default in by any Underwriter the performance Representatives do not arrange for the purchase of its or their obligations under this Agreementsuch Unpurchased Bonds, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Unpurchased Bonds on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Unpurchased Bonds, or the Company notifies the Representatives that it has so arranged for the purchase of such Unpurchased Bonds, the Representatives or the Company shall have the right to postpone the Closing Date for such Unpurchased Bonds for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Unpurchased Bonds. (b) If, after giving effect to any arrangements for the purchase of the Unpurchased Bonds of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Unpurchased Bonds which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Bonds, then the Company shall have the right to require each non-defaulting UnderwritersUnderwriter to purchase the principal amount of Bonds which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Bonds which such Underwriter agreed to purchase hereunder) of the Unpurchased Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Unpurchased Bonds of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Unpurchased Bonds which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Bonds, as referred to in subsection (b) above, or if the case may be, Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase no less than the amount Unpurchased Bonds of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datea defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company and Company, except for the Selling Stockholders. In the event of a default expenses to be borne by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for Underwriters as provided in Section 6 hereof and the Representatives are necessary indemnity and contribution agreements in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement Section 10 hereof; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount of the Securities set forth opposite their names in Schedule I(A) II hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the no event that the aggregate amount of the Securities that the shall any non-defaulting Underwriter or Underwriters agreed but failed be obligated to purchase shall exceed additional Securities under this Section 9 in an amount exceeding 10% of the aggregate amount of the Securities set forth opposite its name in Schedule I(A) II hereto, . In the Company and event that the Selling Stockholders shall be entitled to a period amount of 36 hours within Securities which to procure another party or parties reasonably satisfactory to the all such non-defaulting Underwriters, as the case may be, Underwriters shall be obligated to purchase no under the preceding sentence shall be less than the amount of Securities which all such unpurchased defaulting Underwriters shall have failed to purchase, the non-defaulting Underwriters shall have the right (but not the obligation) to purchase the remaining Securities. If all such remaining Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, howeverare not purchased by non-defaulting Underwriters as above provided, the Company may, at its option, (a) cancel this Agreement pursuant to the provisions of Section 6 hereof or (b) elect to proceed with the sale and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount delivery hereunder of unpurchased Securities exceeds 10% less than all of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or by the Company and the Selling StockholdersUnderwriters. In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for as the Representatives are necessary shall determine in order that the required changes in the Registration Statement, Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. 6.1 Default Not Exceeding 10% of Firm Units or Option Units. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementto purchase the Firm Units or the Option Units, if the remaining Underwritersover-allotment option is exercised, as hereunder, and if the case may benumber of the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be obligated severally purchased by the non-defaulting Underwriters in proportion to take up and pay for (in the their respective proportions that the amount commitments hereunder. 6.2 Default Exceeding 10% of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter Firm Units or Underwriters agreed but failed to purchase; provided, however, that in Option Units. In the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed default addressed in Section 6.1 above relates to purchase shall exceed more than 10% of the aggregate amount Firm Units or Option Units, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If within one business day after such default relating to more than 10% of the Securities set forth in Schedule I(A) heretoFirm Units or Option Units you do not arrange for the purchase of such Firm Units or Option Units, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours one business day within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, you to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased said Firm Units or Option Units on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms. In the event that neither you nor the Company arrange for the purchase of the Firm Units or Option Units to which a default by any Underwriter relates as set forth provided in this Section 116, the Closing Date shall this Agreement will be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.13.1 and 5 hereof) or the Selling Stockholders or counsel for several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Representatives are necessary in the Registration StatementOption Units, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve any a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the principal amount of the Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate principal amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining non-defaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities; provided further, however, that if within 24 hours after such default by such defaulting Underwriter or Underwriters holding in excess of 10% of the aggregate principal amount of the Securities set forth in Schedule I(A) I hereto, the Company and remaining non-defaulting Underwriters shall not have agreed to purchase all of the Selling Stockholders Securities or arranged for the purchase of such Securities by another party or parties satisfactory to the Issuer, then the Issuer shall be entitled to a further period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, Underwriters to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on by such datedefaulting Underwriter or Underwriters and if no such party purchases such Securities, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company Issuer, except as provided in Sections 6 and the Selling Stockholders8 hereof. In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any as the Underwriters shall determine in order that the required changes that in the opinion Time of counsel for Sale Information, the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders Issuer or any nondefaulting no defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay the Securities which it or they are obligated to purchase under the Agreement (the “Defaulted Securities”), then you shall have the right, within 36 hours thereafter, to make arrangements for any one or more of the Securities agreed to be purchased by such Underwriter non-defaulting Underwriters, or Underwriters hereunder and such failure any other underwriters, to purchase shall constitute a default in the performance of its or their obligations under this Agreementall, the remaining Underwritersbut not less than all, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth opposite their names in Schedule I(Aforth. If, however, by the end of such 36 hours you shall not have completed such arrangements for the purchase of all the Defaulted Securities then: (a) hereto bears to if the aggregate amount of the Defaulted Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) heretoto be purchased pursuant to the Terms Agreement, the Company and the Selling Stockholders non-defaulting Underwriters shall be entitled obligated to a period of 36 hours within which to procure another party or parties reasonably satisfactory purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, as or (b) if the case may be, to purchase no less than the aggregate amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Defaulted Securities exceeds 10% of the aggregate amount of such the Securities to be purchased pursuant to the Terms Agreement, the Agreement shall terminate, without any liability on such date, then this Agreement will terminate without liability to the part of any non-defaulting Underwriter Underwriter, the Company or the Company and the Selling StockholdersGuarantor. In the event of a default by any Underwriter or Underwriters as set forth in this Section 1110, either you or the Company or the Guarantor shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding five Business Days, to effect seven days in order that any required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement or Prospectus or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement Section 10 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to any default of such Underwriter under the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderAgreement.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementto purchase the Firm Units or the Option Units, if the remaining UnderwritersOver-allotment Option is exercised, as hereunder, and if the case may benumber of the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be obligated severally purchased by the non-defaulting Underwriters in proportion to take up and pay for their respective commitments hereunder. (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Ab) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in In the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed default addressed in Section 6(a) above relates to purchase shall exceed more than 10% of the aggregate amount Firm Units or Option Units, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If within one business day after such default relating to more than 10% of the Securities set forth in Schedule I(A) heretoFirm Units or Option Units you do not arrange for the purchase of such Firm Units or Option Units, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours one business day within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, you to purchase no less than said Firm Units or Option Units on such terms. In the amount of such unpurchased Securities event that exceeds 10% neither you nor the Company arrange for the purchase of the amount thereof upon such terms herein set forth. IfFirm Units or Option Units to which a default relates as provided in this Section 6, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter on the part of the Company (except as provided in Sections 3(s) and 5 hereof) or the Company and several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 11Option Units, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve any a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder. (c) In the event that the Firm Units or Option Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement or the Prospectus that in the opinion of counsel for the Underwriters may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such Securities.

Default by an Underwriter. If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay the Securities which it or they are obligated to purchase under the Agreement (the “Defaulted Securities”), then you shall have the right, within 36 hours thereafter, to make arrangements for any one or more of the Securities agreed to be purchased by such Underwriter non-defaulting Underwriters, or Underwriters hereunder and such failure any other underwriters, to purchase shall constitute a default in the performance of its or their obligations under this Agreementall, the remaining Underwritersbut not less than all, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth opposite their names in Schedule I(Aforth. If, however, by the end of such 36 hours you shall not have completed such arrangements for the purchase of all the Defaulted Securities then: (a) hereto bears to if the aggregate amount of the Defaulted Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) heretoto be purchased pursuant to the Terms Agreement, the Company and the Selling Stockholders non-defaulting Underwriters shall be entitled obligated to a period of 36 hours within which to procure another party or parties reasonably satisfactory purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, as or (b) if the case may be, to purchase no less than the aggregate amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Defaulted Securities exceeds 10% of the aggregate amount of such the Securities to be purchased pursuant to the Terms Agreement, the Agreement shall terminate, without any liability on such date, then this Agreement will terminate without liability to the part of any non-defaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter or Underwriters as set forth in this Section 1110, either you or the Company shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding five Business Days, to effect seven days in order that any required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement or Prospectus or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement Section 10 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to any default of such Underwriter under the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderAgreement.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Designated Securities which it has agreed to be purchased by purchase under the Pricing Agreement relating to such Underwriter Designated Securities, the Representatives may in their discretion arrange for themselves or Underwriters hereunder and such failure another party or other parties reasonably satisfactory to the Company to purchase shall constitute a such Designated Securities on the terms contained herein. If within thirty-six hours after such default in the performance of its or their obligations under this Agreementby any Underwriter, the remaining UnderwritersRepresentatives do not arrange for the purchase of such Designated Securities, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, then the Company and the Selling Stockholders shall be entitled to a further period of 36 thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters made by the Representatives or the Company as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, as then the case may bePricing Agreement relating to such Designated Securities shall thereupon terminate, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company and Company, except for the Selling Stockholders. In the event of a default expenses to be borne by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for Underwriters as provided in Section 7 hereof and the Representatives are necessary indemnity and contribution agreements in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement Section 9 hereof; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities Notes which it has agreed to be purchased by such Underwriter purchase hereunder (in this Section called the “Unpurchased Notes”), the Representatives may in their discretion arrange for themselves or Underwriters hereunder and such failure another party or other parties to purchase shall constitute a such Unpurchased Notes on the terms contained herein. If within 36 hours after such default in by any Underwriter the performance Representatives do not arrange for the purchase of its or their obligations under this Agreementsuch Unpurchased Notes, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Unpurchased Notes on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Unpurchased Notes, or the Company notifies the Representatives that it has so arranged for the purchase of such Unpurchased Notes, the Representatives or the Company shall have the right to postpone the Closing Date for such Unpurchased Notes for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Unpurchased Notes. (b) If, after giving effect to any arrangements for the purchase of the Unpurchased Notes of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Unpurchased Notes which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Notes, then the Company shall have the right to require each non-defaulting UnderwritersUnderwriter to purchase the principal amount of Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Notes which such Underwriter agreed to purchase hereunder) of the Unpurchased Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Unpurchased Notes of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Unpurchased Notes which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Notes, as referred to in subsection (b) above, or if the case may be, Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase no less than the amount Unpurchased Notes of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datea defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company and Company, except for the Selling Stockholders. In the event of a default expenses to be borne by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for Underwriters as provided in Section 6 hereof and the Representatives are necessary indemnity and contribution agreements in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement Section 10 hereof; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. If on the Closing Date or any Additional Closing Date, as the case may be, any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and on such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount number of shares of the Securities Shares set forth opposite their names in Schedule I(A) I hereto bears bear to the aggregate amount number of shares of the Securities Shares set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such date; provided, however, that in the event that the aggregate amount number of the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 10% of the aggregate amount number of the Securities set forth in Schedule I(A) hereto, Shares to be purchased on the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Closing Date or parties reasonably satisfactory to the non-defaulting Underwritersany Additional Closing Date, as the case may be, the remaining Underwriters shall have the right to purchase no less than the amount all, but shall not be under any obligation to purchase any, of such unpurchased Securities Shares; provided further, that exceeds 10% if the remaining Underwriters do not exercise their right to purchase such Shares and arrangements for the purchase of the amount thereof upon such terms herein set forth. If, however, Shares satisfactory to the Company and the Selling Stockholders shall Representative are not have completed such arrangements made within 72 36 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datedefault, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on such Additional Closing Date, as the case may be, will terminate without liability to any non-defaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 118, the Closing Date or any Additional Closing Date, as the case may be, shall be postponed for such period, not exceeding five Business Daysseven days, to effect any as the Representative shall determine in order that the required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay the Securities which it or they are obligated to purchase under the Agreement (the “Defaulted Securities”), then you shall have the right, within 36 hours thereafter, to make arrangements for any one or more of the Securities agreed to be purchased by such Underwriter non-defaulting Underwriters, or Underwriters hereunder and such failure any other underwriters, to purchase shall constitute a default in the performance of its or their obligations under this Agreementall, the remaining Underwritersbut not less than all, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth opposite their names in Schedule I(Aforth. If, however, by the end of such 36 hours you shall not have completed such arrangements for the purchase of all the Defaulted Securities then: (a) hereto bears to if the aggregate amount of the Defaulted Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) heretoto be purchased pursuant to the Terms Agreement, the Company and the Selling Stockholders non-defaulting Underwriters shall be entitled obligated to a period of 36 hours within which to procure another party or parties reasonably satisfactory purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, as or (b) if the case may be, to purchase no less than the aggregate amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Defaulted Securities exceeds 10% of the aggregate amount of such the Securities to be purchased pursuant to the Terms Agreement, this agreement shall terminate, without any liability on such date, then this Agreement will terminate without liability to the part of any non-defaulting Underwriter or the Company and the Selling StockholdersGuarantor. In the event of a default by any Underwriter or Underwriters as set forth in this Section 1110, either you or the Company or the Guarantor shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding five Business Days, to effect seven days in order that any required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement or Prospectus or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement Section 10 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to any default of such Underwriter under the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderAgreement.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay you may in your discretion arrange for yourself or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within 5 calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Section 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

Default by an Underwriter. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any the Securities which it is obligated to purchase under this Agreement (the “Defaulted Securities”), the other Underwriters (the “non-defaulting Underwriters”) shall have the right, within 24 hours thereafter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriters shall not have completed such purchase within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased by on such Underwriter or date, the non-defaulting Underwriters hereunder and such failure to purchase shall constitute a default be obligated, severally, in the performance of its or their obligations under this Agreement, proportion to the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the aggregate principal amount of the Securities set forth opposite their respective names in on Schedule I(A) hereto A bears to the aggregate principal amount of the such Securities set forth opposite the names of all the remaining such non-defaulting Underwriters, or in such other proportions as applicable) may be specified by the Securities that Representatives with the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount consent of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the full amount thereof, or (ii) if the number of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Defaulted Securities exceeds 10% of the aggregate principal amount of such Securities to be purchased on such date, then this Agreement will shall terminate without liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the (i) non-defaulting Underwriter or (ii) the Company and shall have the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 11, right to postpone the Closing Date shall be postponed Time for such period, a period not exceeding five Business Days, seven days in order to effect any required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements may be effectedarrangements. Nothing contained in As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderSection 10.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by the Underwriters pursuant to Subsection (b) below) exceed in the aggregate 10% of the Securities number of Firm Shares or Additional Shares, the Firm Shares or Additional Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay the Underwriters may in their discretion arrange for themselves or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within five calendar days after such a default the Underwriters do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement, or in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares, shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Section 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Underwriters or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be, for a period not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares or Additional Shares.

Default by an Underwriter. If on the Closing Date or any Additional Closing Date, as the case may be, any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and on such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount number of shares of the Securities Shares set forth opposite their names in Schedule I(A) I hereto bears bear to the aggregate amount number of shares of the Securities Shares set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such date; provided, however, that in the event that the aggregate amount number of the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 10% of the aggregate amount number of the Securities set forth in Schedule I(A) hereto, Shares to be purchased on the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Closing Date or parties reasonably satisfactory to the non-defaulting Underwritersany Additional Closing Date, as the case may be, the remaining Underwriters shall have the right to purchase no less than the amount all, but shall not be under any obligation to purchase any, of such unpurchased Securities Shares; provided further, that exceeds 10% if the remaining Underwriters do not exercise their right to purchase such Shares and arrangements for the purchase of the amount thereof upon such terms herein set forth. If, however, Shares satisfactory to the Company and the Selling Stockholders shall Representative are not have completed such arrangements made within 72 36 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datedefault, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on such Additional Closing Date, as the case may be, will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 118, the Closing Date or any Additional Closing Date, as the case may be, shall be postponed for such period, not exceeding five Business Daysseven days, to effect any as the Representative shall determine in order that the required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders Stockholder shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders Stockholder shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling StockholdersStockholder. In the event of a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders Stockholder or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders Stockholder or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Optional Shares hereunder, and if the remaining UnderwritersFirm Shares or Optional Shares with respect to which such default relates do not exceed the aggregate of 10% of the number of Firm Shares or Optional Shares, as the case may be, that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Optional Shares to which the default relates shall be obligated purchased severally by the non-defaulting Underwriters in proportion to take up and pay for their respective commitments hereunder. (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Ab) hereto bears If such default relates to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed more than 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersOptional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. IfRepresentatives may, howeverin their discretion, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any arrange for another party or parties (including a non-defaulting Underwriter Underwriter) to purchase such Firm Shares or Optional Shares to which such default relates, on the Company and the Selling Stockholdersterms contained herein. In the event that the Representatives do not arrange for the purchase of the Firm Shares or Optional Shares to which a default by any Underwriter relates as set forth provided in this Section 11, this Agreement may be terminated by the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for Representatives or by the Company without liability on the part of the several Underwriters (except as provided in Section 8 hereof) or the Company (except as provided in Sections 6 and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement8 hereof), Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement but nothing herein shall relieve any a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder. (c) If the Firm Shares or Optional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date or any Option Closing Date, as the case may be, for a reasonable period but not in any event exceeding seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement or supplement to the Prospectus that in the opinion of counsel for the Underwriters may thereby be made necessary. The terms "Underwriters" and "Underwriter" as used in this Agreement shall include any party substituted under this Section 11 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and/or Optional Shares.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, the Firm Shares or Additional Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay you may in your discretion arrange for yourself or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within 5 calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Section 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case Representatives may be, shall be obligated severally to take up and pay in their discretion arrange for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter themselves or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter another party or Underwriters agreed but failed other parties to purchase shall exceed 10% such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of the aggregate amount of the Securities set forth in Schedule I(A) heretosuch Securities, then the Company and the Selling Stockholders shall be entitled to a further period of 36 thirty-six hours within which to procure another party or other parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, Representatives to purchase no less than such Securities on such terms. In the amount event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such unpurchased Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Securities that exceeds 10% for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the amount thereof upon Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such terms herein set forth. person had originally been a party to this Agreement. (b) If, howeverafter giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Securities, then the Company shall have the right to be purchased require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase under the Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such dateUnderwriter agreed to purchase under this Agreement) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company and the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement Company; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. (a) If any one or more of the Underwriters shall fail at the Closing Date to purchase the Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Notes”) and pay for any such Defaulted Notes do not exceed in the aggregate 10% of the Securities agreed aggregate principal amount of the Notes, then each non-defaulting Underwriter shall purchase an aggregate amount of the Defaulted Notes equal to the proportion that the aggregate principal amount of Notes to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in such Underwriter’s name on Schedule I(A) I hereto bears to the aggregate principal amount of Notes to be purchased by all non-defaulting Underwriters. (b) Notwithstanding the Securities set forth opposite foregoing, if the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter Defaulted Notes equal or Underwriters agreed but failed to purchase; provided, however, that exceed in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities set forth in Schedule I(A) heretoNotes, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to then the non-defaulting UnderwritersUnderwriters shall have the right, as within 48 hours after the case may bepreviously scheduled Closing Date, to make arrangements for one or more of such non-defaulting Underwriters to purchase no all, but not less than the amount of such unpurchased Securities that exceeds 10% all, of the amount thereof Defaulted Notes in such amounts as may be agreed upon among such non-defaulting Underwriters and upon the terms herein set forth. If, however, ; provided that if the Company and the Selling Stockholders non-defaulting Underwriters shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date48-hour period, then this Agreement will shall terminate without liability to any on the part of the non-defaulting Underwriter Underwriters or the Company and the Selling StockholdersGuarantors. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a default by termination of this Agreement, any Underwriter as set forth in this Section 11, of the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding five Business Days, seven days in order to effect any required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderarrangements.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as Representatives may in their discretion arrange for the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter Representatives or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter another party or Underwriters agreed but failed other parties to purchase shall exceed 10% of such Securities on the aggregate amount of the Securities set forth in Schedule I(A) heretoterms contained herein. If within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Securities, then the Company and the Selling Stockholders shall be entitled to a further period of 36 thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that it has so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Securities for a period of not more than five days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase under the Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase under this Agreement) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting UnderwritersUnderwriters and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Securities, as referred to in subsection (b) above, or if the case may be, Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase no less than the amount Securities of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datea defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company, except that the Company and will continue to be liable for the Selling Stockholders. In the event payment of a default by any Underwriter expenses as set forth in this Section 11, 6 hereof and except that the Closing Date provisions of Section 7 hereof shall be postponed for such period, not exceeding five Business Days, to effect any changes that terminate and shall remain in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement effect; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities Shares which it has agreed to be purchased by such Underwriter purchase hereunder at the Closing Date, the Representatives may in their discretion arrange for the Representatives or Underwriters hereunder and such failure another party or other parties to purchase shall constitute a such Shares on the terms contained herein. If within thirty-six (36) hours after such default in by any Underwriter the performance Representatives do not arrange for the purchase of its or their obligations under this Agreementsuch Shares, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, then the Company and the Selling Stockholders shall be entitled to a further period of 36 thirty-six (36) hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Shares on such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that they have so arranged for the purchase of such Shares, or the Company notifies the Representatives that it has so arranged for the purchase of such Shares, the Representatives or the Company shall have the right to postpone such Closing Date for a period of not more than seven (7) days, in order to effect whatever changes may thereby be made necessary in the Registration Statement and/or the Final Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement and/or the Final Prospectus which in the Representatives’ opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 9 with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-tenth of the aggregate number of all the Shares to be purchased at such Closing Date, then the Company shall have the right to require each non-defaulting UnderwritersUnderwriter or Underwriters to purchase the number of Shares which such Underwriter or Underwriters agreed to purchase hereunder at such Closing Date and, as the case may bein addition, to require each non-defaulting Underwriter or Underwriters to purchase no less than its pro rata share (based on the amount number of Shares which such Underwriter or Underwriters agreed to purchase hereunder) of the Shares of such unpurchased Securities that exceeds 10% defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the amount thereof upon such terms herein set forth. If, howeverShares of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the Company and the Selling Stockholders shall not have completed aggregate number of such arrangements within 72 hours after such default and the amount of Shares which remains unpurchased Securities exceeds 10% one-tenth of the amount aggregate number of such Securities all the Shares to be purchased on at such dateClosing Date, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriter or Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or Underwriters or the Company, except for the expenses to be borne by the Company and the Selling Stockholders. In the event of a default by any Underwriter Underwriters as set forth provided in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company 6 hereof and the Selling Stockholders or counsel for the Representatives are necessary indemnity and contribution agreements in the Registration StatementSection 8 hereof, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. (a) If any one or more Underwriters an Underwriter shall fail default in its obligation to purchase the Firm Securities or the Option Securities, if the over-allotment option is exercised pursuant to Section 2(b) hereunder, and pay for any if the number of the Firm Securities or Option Securities to which such default relates does not exceed in the aggregate ten percent (10%) of the number of Firm Securities or Option Securities, as applicable, that the Underwriters together have agreed to purchase hereunder, then such Firm Securities or Option Securities to which the default relates shall be purchased by such Underwriter or the non-defaulting Underwriters hereunder and such failure in proportion to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for respective commitments hereunder. (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Ab) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in In the event that the aggregate amount default addressed in Section 11(a) relates to more than ten percent (10%) of the Firm Securities that or Option Securities, the non-defaulting Underwriter may, in its discretion, arrange for itself or Underwriters agreed but failed for another party or parties to purchase shall exceed such Firm Securities or Option Securities to which such default relates on the terms contained herein. If, within one (1) business day after such default relating to more than ten percent (10% %) of the aggregate amount Firm Securities or Option Securities the non-defaulting Underwriter does not arrange for the purchase of the such Firm Securities set forth in Schedule I(A) heretoor Option Securities, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours three (3) business days within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, Underwriter to purchase no less than the amount of such unpurchased said Firm Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased or Option Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms. In the event that neither the non-defaulting Underwriters nor the Company arrange for the purchase of the Firm Securities or Option Securities to which a default by any Underwriter relates as set forth provided in this Section 11, this Agreement will terminate automatically without liability on the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion part of counsel for the Company (except as provided in Section 3(a)(vii), Section 5 and Section 14 hereof) or the Selling Stockholders or counsel for several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Representatives are necessary in the Registration StatementOption Securities, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement will not terminate as to the Firm Securities; and provided, further, that nothing herein shall relieve any a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder. (c) In the event that the Firm Securities or Option Securities to which the default relates are to be purchased by the non-defaulting Underwriter, or are to be purchased by another party or parties as aforesaid, the Underwriters or the Company shall have the right to postpone the First Closing Date or Second Closing Date for a reasonable period, but not in any event exceeding five (5) business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Disclosure Package or the Prospectus that in the opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 11 with like effect as if it had originally been a party to this Agreement with respect to the Securities.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Debt Securities which it has agreed to be purchased by such Underwriter purchase hereunder (in this Section called the "Unpurchased Debt Securities"), the Representatives may in their discretion arrange for themselves or Underwriters hereunder and such failure another party or other parties to purchase shall constitute a such Unpurchased Debt Securities on the terms contained herein. If within thirty-six hours after such default in by any Underwriter the performance Representatives do not arrange for the purchase of its or their obligations under this Agreementsuch Unpurchased Debt Securities, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, then the Company and the Selling Stockholders shall be entitled to a further period of 36 thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Unpurchased Debt Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Unpurchased Debt Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Unpurchased Debt Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Unpurchased Debt Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Unpurchased Debt Securities. (b) If, after giving effect to any arrangements for the purchase of the Unpurchased Debt Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Unpurchased Debt Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Debt Securities, then the Company shall have the right to require each non-defaulting UnderwritersUnderwriter to purchase the principal amount of Debt Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Debt Securities which such Underwriter agreed to purchase hereunder) of the Unpurchased Debt Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Unpurchased Debt Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Unpurchased Debt Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Debt Securities, as referred to in subsection (b) above, or if the case may be, Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase no less than the amount Unpurchased Debt Securities of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datea defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company and Company, except for the Selling Stockholders. In the event of a default expenses to be borne by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for Underwriters as provided in Section 5 hereof and the Representatives are necessary indemnity and contribution agreements in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement Section 9 hereof; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders Shareholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and or the Selling Stockholders Shareholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter Underwriter, the Selling Shareholders or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 1110, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives Representative are necessary in the Registration Statement, Prospectus Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Company, any Selling Stockholders Shareholder or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementto purchase the Firm Units or the Option Units, if the remaining UnderwritersOver-allotment Option is exercised, as hereunder, and if the case may benumber of the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be obligated severally purchased by the non-defaulting Underwriters in proportion to take up and pay for (in the their respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Acommitments hereunder. b) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in In the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed default addressed in Section 6(a) above relates to purchase shall exceed more than 10% of the aggregate amount Firm Units or Option Units, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If within one business day after such default relating to more than 10% of the Securities set forth in Schedule I(A) heretoFirm Units or Option Units you do not arrange for the purchase of such Firm Units or Option Units, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours one business day within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, you to purchase no less than said Firm Units or Option Units on such terms. In the amount of such unpurchased Securities event that exceeds 10% neither you nor the Company arrange for the purchase of the amount thereof upon such terms herein set forth. IfFirm Units or Option Units to which a default relates as provided in this Section 6, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter on the part of the Company (except as provided in Sections 3(s) and 5 hereof) or the Company and several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 11Option Units, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve any a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder. c) In the event that the Firm Units or Option Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement or the Prospectus that in the opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such Securities.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementto purchase the Firm Units or the Option Units, if the remaining UnderwritersOver-allotment Option is exercised, as hereunder, and if the case may benumber of the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be obligated severally purchased by the non-defaulting Underwriters in proportion to take up and pay for their respective commitments hereunder. (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Ab) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in In the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed default addressed in Section 6(a) above relates to purchase shall exceed more than 10% of the aggregate amount Firm Units or Option Units, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If within one business day after such default relating to more than 10% of the Securities set forth in Schedule I(A) heretoFirm Units or Option Units you do not arrange for the purchase of such Firm Units or Option Units, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours one business day within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, you to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased said Firm Units or Option Units on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms. In the event that neither you nor the Company arrange for the purchase of the Firm Units or Option Units to which a default by any Underwriter relates as set forth provided in this Section 116, the Closing Date shall this Agreement may be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3(s) and 5 hereof) or the Selling Stockholders or counsel for several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Representatives are necessary in the Registration StatementOption Units, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve any a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder. (c) In the event that the Firm Units or Option Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement or the Prospectus that in the opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such Securities.

Default by an Underwriter. (a) If any one or more of the Underwriters shall fail at the Closing Date to purchase the Notes which it or they are obligated to purchase under this Agreement (the "DEFAULTED NOTES") and pay for any such Defaulted Notes do not exceed in the aggregate 10% of the Securities agreed aggregate principal amount of the Notes, then each non-defaulting Underwriter shall purchase an aggregate amount of the Defaulted Notes equal to the proportion that the aggregate principal amount of Notes to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in such Underwriter's name on Schedule I(A) I hereto bears to the aggregate principal amount of Notes to be purchased by all non-defaulting Underwriters. (b) Notwithstanding the Securities set forth opposite foregoing, if the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter Defaulted Notes equal or Underwriters agreed but failed to purchase; provided, however, that exceed in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities set forth in Schedule I(A) heretoNotes, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to then the non-defaulting UnderwritersUnderwriters shall have the right, as within 48 hours after the case may beClosing Date, to make arrangements for one or more of such non-defaulting Underwriters to purchase no all, but not less than the amount of such unpurchased Securities that exceeds 10% all, of the amount thereof Defaulted Notes in such amounts as may be agreed upon among such non-defaulting Underwriters and upon the terms herein set forth. If, however, ; PROVIDED that if the Company and the Selling Stockholders non-defaulting Underwriters shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date48-hour period, then this Agreement will shall terminate without liability to any on the part of the non-defaulting Underwriter Underwriters or the Company and the Selling StockholdersGuarantors. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a default by termination of this Agreement, any Underwriter as set forth in this Section 11, of the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding five Business Days, seven days in order to effect any required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderarrangements.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder hereunder, and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the principal amount of the Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate principal amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the principal amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the principal amount of unpurchased Securities exceeds 10% of the principal amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 1110, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement and the Prospectus or in any other documents or arrangements may be effectedarrangements. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the principal amount of the Securities Notes set forth opposite their names in Schedule I(A) 1 hereto bears to the aggregate principal amount of the Securities Notes set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities Notes set forth in Schedule I(A) 1 hereto, the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, nondefaulting Underwriter or Underwriters to purchase no less than the amount of such unpurchased Securities Notes that exceeds 10% of the principal amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the principal amount of such unpurchased Securities Notes exceeds 10% of the principal amount of such Securities Notes to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 1116, the Closing Date shall be postponed for such period, not exceeding five Business Daysbusiness days, to effect any changes that in as the opinion of counsel for Representatives, the Company and their counsel shall determine in order that the Selling Stockholders or counsel for the Representatives are necessary required changes in the Registration Statement, Pricing Disclosure Package and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Units agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities Units set forth opposite their names in Schedule I(A) I hereto bears to the aggregate amount of the Securities Units set forth opposite the names of all the remaining Underwriters, as applicable) the Securities Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount Firm Units, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities set forth in Schedule I(A) heretoUnits. If within one Business Day after such default relating to more than 10% of the Firm Units the remaining Underwriters do not arrange for the purchase of such Firm Units, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours one Business Day within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, you to purchase no less than said Firm Units. In the amount event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of such unpurchased Securities that exceeds 10% all of the amount thereof upon such terms herein set forth. IfFirm Units to which a default relates as provided in this Section 9, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any as the Representative shall determine in order that the required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Designated Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in under the performance of its or their obligations under this Underwriting Agreement, the remaining UnderwritersRepresentatives may in their discretion arrange for themselves, as another Underwriter or, with the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount consent of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining UnderwritersCompany (which consent will not be unreasonably withheld or delayed), as applicable) the Securities that the defaulting Underwriter another party or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed other parties to purchase shall exceed 10% such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of the aggregate amount of the Securities set forth in Schedule I(A) heretosuch Designated Securities, then the Company and the Selling Stockholders shall be entitled to a further period of 36 thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the U.S. Prospectus or the Canadian Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Underwriting Agreement. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-tenth of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Underwriting Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under the Underwriting Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-tenth of the aggregate principal amount of the Designated Securities as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, as then the case may beUnderwriting Agreement shall thereupon terminate, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company and Company, except for the Selling Stockholders. In the event of a default expenses to be borne by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for Underwriters as provided in Section 6 hereof and the Representatives are necessary indemnity and contribution agreements in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement Section 9 hereof; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives Representative are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, the Firm Shares or Additional Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay you may in your discretion arrange for yourself or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within five calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 5, 7 and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the principal amount of the Securities set forth opposite their names in Schedule I(A) II hereto bears to the aggregate principal amount of the Securities set forth opposite the names of all the such remaining Underwriters, as applicable) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities set forth in Schedule I(A) II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities the defaulting Underwriter failed to purchase. (b) If the non-defaulting Underwriters are not obligated to and do not purchase all the Securities the defaulting Underwriter failed to purchase, the Company and the Selling Stockholders shall be entitled to a period of 36 24 hours within which to procure another party or parties other persons reasonably satisfactory to the non-defaulting Underwriters, as the case may be, Underwriters to purchase no less than such Securities and if arrangements for the amount purchase of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, by other persons selected by the Company and reasonably satisfactory to the Selling Stockholders shall Representative are not have completed such arrangements made within 72 24 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datedefault, then this Agreement will terminate without liability to any non-non- defaulting Underwriter or the Company and the Selling Stockholders. Company. (c) In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for as the Representatives are necessary shall determine in order that the required changes in the Registration Statement, Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 1110, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Optional Shares hereunder, and if the remaining UnderwritersFirm Shares or Optional Shares with respect to which such default relates do not exceed in the aggregate 10% of the number of Firm Shares or Optional Shares, as the case may be, that all the Underwriters have agreed to purchase on the relevant Closing Date or Option Closing Date, then the Representative may make arrangements satisfactory to the Company and each Selling Shareholder for the purchase of such Firm Shares or Optional Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the relevant Closing Date or Option Closing Date, such Firm Shares or Optional Shares to which the default relates shall be obligated severally purchased by the Representative and any non-defaulting Underwriter in proportion to take up and pay for their respective commitments hereunder (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears addition to the aggregate amount number of the Securities set forth opposite the names of all the remaining Underwriters, as applicableFirm Shares and Optional Shares they are obligated to purchase pursuant to Section 3 hereof). (b) the Securities that the defaulting If any Underwriter or Underwriters agreed but failed to purchase; provided, however, that shall default in the event that the aggregate amount of the Securities that the defaulting Underwriter its or Underwriters agreed but failed their obligation to purchase shall exceed Firm Shares or Optional Shares hereunder, and if such default relates to more than 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersOptional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such Representative may make arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any for another party or parties (including a non-defaulting Underwriter Underwriter) to purchase such Firm Shares or Optional Shares to which such default relates, on the Company and the Selling Stockholdersterms contained herein. In the event that the Representative does not arrange for the purchase of the Firm Shares or Optional Shares to which a default by any Underwriter relates as set forth provided in this Section 1113, this Agreement may be terminated by the Representative or by the Company or Selling Shareholder without liability on the part of the non-defaulting Underwriters (except as provided in Section 10 hereof) or the Company (except as provided in Sections 8 and 10 hereof) or the Selling Shareholder (except as provided in Section 10 hereof); provided that if such default occurs with respect to Optional Shares after the Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination. Nothing herein shall relieve a defaulting Underwriter of its obligations hereunder, including but not limited to its liability, if any, to the other Underwriters and to the Company or the Selling Shareholder for damages occasioned by its default hereunder. (c) If the Firm Shares or Optional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties, the Representative or the Company shall have the right to postpone the Closing Date shall be postponed or any Option Closing Date, as the case may be, for such perioda reasonable period but not in any event exceeding seven days, not exceeding five Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any changes other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement or supplement to the Prospectus that in the opinion of counsel for the Company Underwriters may thereby be made necessary. The terms “Underwriters” and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained “Underwriter” as used in this Agreement shall relieve include any defaulting Underwriter of its liability, party substituted under this Section 13 with like effect as if any, it had originally been a party to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderthis Agreement with respect to such Firm Shares and/or Optional Shares.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementto purchase the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate ten percent (10%) of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the remaining Underwriters, as the case may be, default relates shall be obligated severally purchased by the non-defaulting Underwriters in proportion to take up and pay for their respective commitments hereunder. (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Ab) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in In the event that the aggregate amount default addressed in Section 6(a) above relates to more than ten percent (10%) of the Securities that the defaulting Underwriter Firm Units, you may in your discretion arrange for yourself or Underwriters agreed but failed for another party or parties to purchase shall exceed such Firm Units to which such default relates on the terms contained herein. If within one (1) business day after such default relating to more than ten percent (10% %) of the aggregate amount Firm Units you do not arrange for the purchase of the Securities set forth in Schedule I(A) heretosuch Firm Units, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours one (1) business day within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, you to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased said Firm Units on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms. In the event that neither you nor the Company arrange for the purchase of the Firm Units to which a default by any Underwriter relates as set forth provided in this Section 116, the Closing Date shall this Agreement may be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3(k) and 5 hereof) or the Selling Stockholders or counsel for the Representatives are necessary several Underwriters (except as provided in the Registration StatementSection 5 hereof); provided, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement however, that nothing herein shall relieve any a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder. (c) In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement or the Prospectus that in the opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such Securities.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder hereunder, and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the principal amount of the Securities set forth opposite their names in Schedule I(A) I hereto bears bear to the aggregate principal amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the principal amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the principal amount of unpurchased Securities exceeds 10% of the principal amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 1110, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement and the Prospectus or in any other documents or arrangements may be effectedarrangements. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Optional Shares hereunder, and if the remaining UnderwritersFirm Shares or Optional Shares with respect to which such default relates do not exceed in the aggregate 10% of the number of Firm Shares or Optional Shares, as the case may be, that all Underwriters have agreed to purchase on the relevant Closing Date or Option Closing Date, then the Representatives may make arrangements satisfactory to BCB for the purchase of such Firm Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the relevant Closing Date or Option Closing Date, such Firm Shares or Optional Shares to which the default relates shall be obligated purchased severally by the non-defaulting Underwriters in proportion to take up and pay for their respective commitments hereunder. (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Ab) hereto bears If such default relates to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed more than 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersOptional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any Representatives may in their discretion arrange for another party or parties (including a non-defaulting Underwriter Underwriter) to purchase such Firm Shares or Optional Shares to which such default relates, on the Company and the Selling Stockholdersterms contained herein. In the event that the Representatives do not arrange for the purchase of the Firm Shares or Optional Shares to which a default by any Underwriter relates as set forth provided in this Section 11, this Agreement may be terminated by the Representatives or by BCB without liability on the part of the non-defaulting several Underwriters (except as provided in Section 8 hereof) or BCB (except as provided in Sections 6 and 8 hereof); provided that if such default occurs with respect to Optional Shares after the Closing Date shall be postponed for Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effectedtermination. Nothing contained in this Agreement herein shall relieve any a defaulting Underwriter of its liability, if any, to the Company other several Underwriters and the Selling Stockholders or any nondefaulting Underwriter to BCB for damages occasioned by its default hereunder. (c) If the Firm Shares or Optional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties, the Representatives or BCB shall have the right to postpone the Closing Date or any Option Closing Date, as the case may be, for a reasonable period but not in any event exceeding seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and BCB agrees to file promptly any amendment to the Registration Statement or supplement to the Prospectus that in the opinion of counsel for the Underwriters may thereby be made necessary. The terms "Underwriters" and "Underwriter" as used in this Agreement shall include any party substituted under this Section 11 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and/or Optional Shares.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Units that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of the Securities agreed to be purchased by Units that such defaulting Underwriter or Underwriters hereunder and such failure are obligated but fail or refuse to purchase is not more than one-tenth of the aggregate number of the Units that the Underwriters are obligated to purchase on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions proportion that the amount number of the Securities Firm Units set forth opposite their names its name in Schedule I(A) I hereto bears to the aggregate amount number of the Securities Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the remaining Underwriters, as applicable) Representatives may specify in accordance with the Securities Agreement Among Underwriters of Barclays Capital Inc. to purchase the Units that the such defaulting Underwriter or Underwriters agreed are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Units that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of the Securities that the defaulting Underwriter or Underwriters agreed but failed Units with respect to purchase shall exceed 10% which such default occurs is more than one-tenth of the aggregate amount number of Units that the Securities set forth in Schedule I(A) hereto, Underwriters are obligated to purchase on the Company Initial Delivery Date and arrangements satisfactory to the Representatives and the Selling Stockholders shall be entitled to a period Partnership for the purchase of 36 hours within which to procure another such Units by one or more non-defaulting Underwriters or other party or parties reasonably satisfactory to approved by the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company Representatives and the Selling Stockholders shall Partnership are not have completed such arrangements made within 72 hours five business days after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datedefault, then this Agreement will terminate without liability to on the part of any non-party hereto (other than the defaulting Underwriter Underwriter). In any such case that does not result in termination of this Agreement, either the Representatives or the Company and Partnership shall have the Selling Stockholders. In right to postpone the Initial Delivery Date, but in no event of a default by any Underwriter as set forth for longer than seven days, in this Section 11order that the required changes, the Closing Date shall be postponed for such periodif any, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Option Units that it or they are obligated to purchase hereunder on the Option Units Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion that the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of Barclays Capital Inc., to purchase the Option Units that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liabilityany such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, if anyfor all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to the Company and the Selling Stockholders purchase. Any notice under this Section 9 may be given by telegram, telecopy or any nondefaulting Underwriter for damages occasioned telephone but shall be subsequently confirmed by its default hereunderletter.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives Representative are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Optional Shares hereunder, and if the remaining UnderwritersFirm Shares or Optional Shares with respect to which such default relates do not exceed in the aggregate 10% of the number of Firm Shares or Optional Shares, as the case may be, that all the Underwriters have agreed to purchase on the relevant Closing Date or Option Closing Date, then the Representative may make arrangements satisfactory to the Company and each Selling Shareholder for the purchase of such Firm Shares or Optional Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the relevant Closing Date or Option Closing Date, such Firm Shares or Optional Shares to which the default relates shall be obligated severally purchased by the Representative and any non-defaulting Underwriter in proportion to take up and pay for their respective commitments hereunder (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears addition to the aggregate amount number of the Securities set forth opposite the names of all the remaining Underwriters, as applicableFirm Shares and Optional Shares they are obligated to purchase pursuant to Section 3 hereof). (b) the Securities that the defaulting If any Underwriter or Underwriters agreed but failed to purchase; provided, however, that shall default in the event that the aggregate amount of the Securities that the defaulting Underwriter its or Underwriters agreed but failed their obligation to purchase shall exceed Firm Shares or Optional Shares hereunder, and if such default relates to more than 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersOptional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such Representative may make arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any for another party or parties (including a non-defaulting Underwriter Underwriter) to purchase such Firm Shares or Optional Shares to which such default relates, on the Company and the Selling Stockholdersterms contained herein. In the event that the Representative does not arrange for the purchase of the Firm Shares or Optional Shares to which a default by any Underwriter relates as set forth provided in this Section 1113, this Agreement may be terminated by the Representative or by the Company or Selling Shareholders without liability on the part of the non-defaulting Underwriters (except as provided in Section 10 hereof) or the Company (except as provided in Sections 8 and 10 hereof) or the Selling Shareholders (except as provided in Section 10 hereof); provided that if such default occurs with respect to Optional Shares after the Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination. Nothing herein shall relieve a defaulting Underwriter of its obligations hereunder, including but not limited to its liability, if any, to the other Underwriters and to the Company or the Selling Shareholders for damages occasioned by its default hereunder. (c) If the Firm Shares or Optional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties, the Representative or the Company shall have the right to postpone the Closing Date shall be postponed or any Option Closing Date, as the case may be, for such perioda reasonable period but not in any event exceeding seven days, not exceeding five Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any changes other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement or supplement to the Prospectus that in the opinion of counsel for the Company Underwriters may thereby be made necessary. The terms “Underwriters” and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained “Underwriter” as used in this Agreement shall relieve include any defaulting Underwriter of its liability, party substituted under this Section 13 with like effect as if any, it had originally been a party to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderthis Agreement with respect to such Firm Shares and/or Optional Shares.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by purchase under the Pricing Agreement relating to such Underwriter Securities, the Representatives may in their discretion arrange for themselves or Underwriters hereunder and such failure another party or other parties to purchase shall constitute a such Securities on the terms contained herein. If within thirty-six hours after such default in by any Underwriter the performance Representatives do not arrange for the purchase of its or their obligations under this Agreementsuch Securities, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, then the Company and the Selling Stockholders shall be entitled to a further period of 36 thirty-six hours within which to procure another party or other parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, Representatives to purchase no less than such Securities on such terms. In the amount event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such unpurchased Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Securities that exceeds 10% for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the amount thereof upon Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such terms herein set forth. person had originally been a party to the Pricing Agreement with respect to such Securities. (b) If, howeverafter giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the aggregate principal amount of such Securities to be purchased on such datewhich remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Securities, then this the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase under the Pricing Agreement will terminate relating to such Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Securities shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company and the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement Company; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. If on the Closing Date or any Additional Closing Date, as the case may be, any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and on such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount number of shares of the Securities Shares set forth opposite their names in Schedule I(A) II hereto bears bear to the aggregate amount number of shares of the Securities Shares set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such date; provided, however, that in the event that the aggregate amount number of the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 10% of the aggregate amount number of the Securities set forth in Schedule I(A) hereto, Shares to be purchased on the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Closing Date or parties reasonably satisfactory to the non-defaulting Underwritersany Additional Closing Date, as the case may be, the remaining Underwriters shall have the right to purchase no less than the amount all, but shall not be under any obligation to purchase any, of such unpurchased Securities Shares; provided further, that exceeds 10% if the remaining Underwriters do not exercise their right to purchase such Shares and arrangements for the purchase of the amount thereof upon such terms herein set forth. If, however, Shares satisfactory to the Company and the Selling Stockholders shall Representatives are not have completed such arrangements made within 72 36 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datedefault, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on such Additional Closing Date, as the case may be, will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 118, the Closing Date or any Additional Closing Date, as the case may be, shall be postponed for such period, not exceeding five Business Daysseven days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for as the Representatives are necessary shall determine in order that the required changes in the Registration Statement, Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Stock or Additional Stock hereunder, and if the remaining Underwritersnumber of shares of Firm Stock or Additional Stock to which the defaults of all Underwriters in the aggregate relate does not exceed 10% of the number of shares of Firm Stock or Additional Stock, as the case may be, which all Underwriters have agreed to purchase hereunder, then such shares of Firm Stock or Additional Stock to which such defaults relate shall be obligated severally purchased by the non-defaulting Underwriters in proportion to take up and pay for their respective commitments hereunder. (b) If such defaults exceed in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of shares of Firm Stock or Additional Stock, as the case may be, which all Underwriters have agreed to purchase hereunder, the Representative may, in its discretion, arrange to purchase itself or for another party or parties to purchase such shares of Firm Stock or Additional Stock, as the case may be, to which such default relates on the terms contained herein. If the Representative does not arrange for the purchase of such shares of Firm Stock or Additional Stock, as the case may be, within one business day after the occurrence of defaults relating to in excess of 10% of the Securities set forth in Schedule I(A) heretoFirm Stock or the Additional Stock, as the case may be, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours one business day within which to procure another party or parties reasonably satisfactory to the non-defaulting UnderwritersRepresentative to purchase such shares of Firm Stock or Additional Stock, as the case may be, on such terms. If the Representative or the Company does not arrange for the purchase of the shares of Firm Stock or Additional Stock, as the case may be, to purchase no less than the amount of which such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholders. In the event of a default by any Underwriter defaults relate as set forth provided in this Section 119(b), this Agreement may be terminated by the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for Representative or by the Company without liability on the part of the Company (except that the provisions of Sections 5(a)(1), 6, 8, 10, and 13 shall survive such termination) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statementseveral Underwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company and the Selling Stockholders or for any nondefaulting Underwriter for damages occasioned by its default hereunder. (c) If the shares of Firm Stock or Additional Stock to which such defaults relate are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or

Default by an Underwriter. If any one or more of the Underwriters ------------------------- shall fail or refuse on the Firm Shares Closing Date or the Additional Shares Closing Date to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such failure to purchase shall constitute a default in the performance of its defaulting Underwriter or their obligations under this Agreement, the remaining Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally to take up and pay for (severally, in the respective proportions that proportion which the amount number of the Securities Firm Shares set forth opposite their names its name in Schedule I(A) hereto I bears to the aggregate amount total number of the Securities set forth opposite the names of Firm Shares which all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as the Representatives may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no less than event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 10 by an amount in excess of one-tenth of such unpurchased Securities that exceeds 10% number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Firm Shares Closing Date or on the Additional Shares Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount aggregate number of unpurchased Securities exceeds 10% of the amount of such Securities Shares to be purchased on such datedate by all Underwriters in the event of a default by an Underwriter and arrangements satisfactory to the Representatives and the Company for purchase of such Shares are not made within 48 hours after such default, then this Agreement will terminate without liability to on the part of any non-defaulting Underwriter Underwriter, the Selling Stockholder and the Company. In any such case which does not result in termination of this Agreement, either the Representatives or the Company and shall have the Selling Stockholders. In right to postpone the event of a default by any Underwriter as set forth in this Section 11, the Firm Shares Closing Date shall be postponed or the Additional Shares Closing Date, as the case may be, but in no event for such periodlonger than seven days, not exceeding five Business Daysin order that the required changes, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary if any, in the Registration Statement, Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting default of any such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, the Firm Shares or Additional Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay you may in your discretion arrange for yourself or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within five calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase the Underwritten Securities pursuant to the applicable Terms Agreement, and pay for any if the Underwritten Securities with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Underwritten Securities, the Underwritten Securities agreed to which the default relates shall be purchased by such Underwriter or the non-defaulting Underwriters hereunder and such failure in proportion to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that which the amount numbers of the Underwritten Securities set forth opposite their respective names in Schedule I(A) hereto bears the applicable Terms Agreement bear to the aggregate amount number of the Underwritten Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as . (b) In the case may be, event that such default relates to purchase no less more than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. IfUnderwritten Securities, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to you may in your discretion arrange for yourself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase such Underwritten Securities, to which such default relates on the Company and the Selling Stockholdersterms contained herein. In the event that within five calendar days after such a default you do not arrange for the purchase of the Underwritten Securities to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 11with respect to Option Securities, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Option Securities shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Section 4, 6(a) and 7 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Underwritten Securities to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Time, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement and the applicable Terms Agreement with respect to such Underwritten Securities.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the principal amount of the Securities Shares set forth opposite their names in Schedule I(A) I hereto bears to the aggregate principal amount of the Securities Shares set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities Shares set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, nondefaulting Underwriter or Underwriters to purchase no less than the amount of such unpurchased Securities Shares that exceeds 10% of the principal amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the principal amount of such unpurchased Securities Shares exceeds 10% of the principal amount of such Securities Shares to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in as the opinion of counsel for Underwriters, the Company and its counsel shall determine in order that the Selling Stockholders or counsel for the Representatives are necessary required changes in the Registration StatementTime of Sale Prospectus, the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If on the Closing Date, any one or more Underwriters Underwriter shall fail to purchase and pay for any the portion of the Securities Firm Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representative on behalf of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Firm Units agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; providedUnderwriters, however, that in the event that then (a) if the aggregate amount number of the Securities that the defaulting Underwriter or Underwriters agreed but failed Firm Units with respect to purchase which such default shall occur does not exceed 10% of the aggregate amount of Firm Units to be purchased on the Securities set forth in Schedule I(A) heretoClosing Date, the Company and the Selling Stockholders other Underwriters shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory obligated, severally, in proportion to the non-defaulting Underwriters, as the case may berespective numbers of Firm Units which they are obligated to purchase hereunder, to purchase no less than the amount Firm Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Firm Units with respect to which such unpurchased Securities that default shall occur exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities Firm Units to be purchased on such datethe Closing Date, then the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement will terminate without liability to any on the part of the non-defaulting Underwriter Underwriters or of the Company except to the extent provided in Sections 5 and the Selling Stockholders8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 119, the Closing Date shall may be postponed for such period, not exceeding five Business Daysseven days, to effect any as you, as Representative, may determine in order that the required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, the Preliminary Prospectus or in the Prospectus or in any other documents or arrangements may be effected. Nothing contained in The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Agreement Section 9 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Optional Shares hereunder, and if the remaining UnderwritersFirm Shares or Optional Shares with respect to which such default relates do not exceed in the aggregate 10% of the number of Firm Shares or Optional Shares, as the case may be, that all Underwriters have agreed to purchase on the relevant Closing Date or Option Closing Date, then the Representatives may make arrangements satisfactory to Middlesex for the purchase of such Firm Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the relevant Closing Date or Option Closing Date, such Firm Shares or Optional Shares to which the default relates shall be obligated purchased severally by the non-defaulting Underwriters in proportion to take up and pay for their respective commitments hereunder. (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Ab) hereto bears If such default relates to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed more than 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersOptional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any Representatives may in their discretion arrange for another party or parties (including a non-defaulting Underwriter Underwriter) to purchase such Firm Shares or Optional Shares to which such default relates, on the Company and the Selling Stockholdersterms contained herein. In the event that the Representatives do not arrange for the purchase of the Firm Shares or Optional Shares to which a default by any Underwriter relates as set forth provided in this Section 11, this Agreement may be terminated by the Representatives or by Middlesex without liability on the part of the non-defaulting several Underwriters (except as provided in Section 8 hereof) or Middlesex (except as provided in Sections 6 and 8 hereof); provided that if such default occurs with respect to Optional Shares after the Closing Date shall be postponed for Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effectedtermination. Nothing contained in this Agreement herein shall relieve any a defaulting Underwriter of its liability, if any, to the Company other several Underwriters and the Selling Stockholders or any nondefaulting Underwriter to Middlesex for damages occasioned by its default hereunder. (c) If the Firm Shares or Optional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties, the Representatives or Middlesex shall have the right to postpone the Closing Date or any Option Closing Date, as the case may be, for a reasonable period but not in any event exceeding seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and Middlesex agrees to file promptly any amendment to the Registration Statement or supplement to the Prospectus that in the opinion of counsel for the Underwriters may thereby be made necessary. The terms “Underwriters” and “Underwriter” as used in this Agreement shall include any party substituted under this Section 11 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and/or Optional Shares.

Default by an Underwriter. If on the Closing Date or any Additional Closing Date, as the case may be, any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and on such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount number of shares of the Securities Shares set forth opposite their names in Schedule I(A) I hereto bears bear to the aggregate amount number of shares of the Securities Shares set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such date; provided, however, that in the event that the aggregate amount number of the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 10% of the aggregate amount number of the Securities set forth in Schedule I(A) hereto, Shares to be purchased on the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Closing Date or parties reasonably satisfactory to the non-defaulting Underwritersany Additional Closing Date, as the case may be, the remaining Underwriters shall have the right to purchase no less than the amount all, but shall not be under any obligation to purchase any, of such unpurchased Securities Shares; provided further, that exceeds 10% if the remaining Underwriters do not exercise their right to purchase such Shares and arrangements for the purchase of the amount thereof upon such terms herein set forth. If, however, Shares satisfactory to the Company and the Selling Stockholders shall Representative are not have completed such arrangements made within 72 36 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datedefault, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on such Additional Closing Date, as the case may be, will terminate without liability to any non-defaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date or any Additional Closing Date, as the case may be, shall be postponed for such period, not exceeding five Business Daysseven days, to effect any as the Representative shall determine in order that the required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail at the Closing Time or a date of delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Units to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Units to be purchased on such date, this Agreement or, with respect to any date of delivery which occurs after the Closing Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Units to be purchased and sold on such date of delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a date of delivery which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters to purchase and pay for any of the Securities agreed Company to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in sell the performance of its or their obligations under this Agreement, the remaining Underwritersrelevant Option Units, as the case may be, shall be obligated severally to take up and pay for either the (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Ai) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicableRepresentatives or (ii) the Securities that Company shall have the defaulting Underwriter right to postpone Closing Date or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount relevant date of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwritersdelivery, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholders. In the event of for a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, period not exceeding five Business Days, seven days in order to effect any required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements may be effectedarrangements. Nothing contained in As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderSection 6.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the principal amount of the Securities Shares set forth opposite their names in Schedule I(A) I hereto bears to the aggregate principal amount of the Securities Shares set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities Shares set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, nondefaulting Underwriter or Underwriters to purchase no less than the amount of such unpurchased Securities Shares that exceeds 10% of the principal amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the principal amount of such unpurchased Securities Shares exceeds 10% of the principal amount of such Securities Shares to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 1110, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in as the opinion of counsel for Underwriters, the Company and its counsel shall determine in order that the Selling Stockholders or counsel for the Representatives are necessary required changes in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter Underwriter, the Selling Stockholder or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and Company, the Selling Stockholders Stockholder or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, the Firm Shares or the Additional Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally or the Underwriters fail to take up and pay purchase the Firm Shares or Additional Shares as required by Section 10(a), you may in your discretion arrange for yourself or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non-defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase; providedpurchase such Firm Shares or Additional Shares, howeveras the case may be, that in to which such default relates on the event that terms contained herein. If within 24 hours after such default by any Underwriter, you do not arrange for the aggregate amount purchase of the Securities that Firm Shares or the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of Additional Shares, as the aggregate amount of the Securities set forth in Schedule I(A) heretocase may be, then the Company and the Selling Stockholders shall be entitled to a further period of 36 24 hours within which to procure arrange for another party or parties reasonably satisfactory to you to purchase such Firm Shares or Additional Shares on such terms. In the nonevent that within two aforementioned 24-defaulting Underwritershour periods after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to purchase no less than which such default relates as provided in this Section 10, this Agreement or, in the amount case of such unpurchased Securities that exceeds 10% a default with respect to the Additional Shares, the obligations of the amount thereof upon such terms herein set forth. IfUnderwriters to purchase and of the Company and of the Selling Stockholders to sell the Additional Shares shall thereupon terminate, howeverwithout liability on the part of the Company or the Selling Stockholders with respect thereto (except in each case as provided in Section 6, 8(a) and 9 hereof) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company and the Selling Stockholders for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities right to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 11, postpone the Closing Date shall be postponed or Additional Closing Date, as the case may be, for such a period, not exceeding five Business Daysbusiness days, in order to effect any whatever changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are may thereby be made necessary in the Registration Statement, Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or arrangements supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters' Counsel, may thereby be effectedmade necessary or advisable. Nothing contained The term "Underwriter" as used in this Agreement shall relieve include any defaulting Underwriter of its liability, party substituted under this Section 10 with like effect as if any, it had originally been a party to the Company this Agreement with respect to such Firm Shares and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderAdditional Shares.

Default by an Underwriter. (a) If any one or more Underwriters an Underwriter shall fail default in its obligation to purchase and pay for any of the Securities Bonds that it has agreed to be purchased by such Underwriter purchase hereunder (in this Section called the “Unpurchased Bonds”), the non-defaulting Underwriters may in their discretion arrange for themselves or Underwriters hereunder and such failure another party or other parties to purchase shall constitute a such Unpurchased Bonds on the terms contained herein. If within 36 hours after such default in by any Underwriter the performance non-defaulting Underwriters do not arrange for the purchase of its or their obligations under this Agreementsuch Unpurchased Bonds, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or other parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, Underwriters to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased Unpurchased Bonds on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms. In the event that, within the respective prescribed period, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of a default by any Underwriter as set forth in this Section 11such Unpurchased Bonds, or the Company notifies such non-defaulting Underwriters that it has so arranged for the purchase of such Unpurchased Bonds, such Underwriters or the Company shall have the right to postpone the Closing Date shall be postponed for such periodUnpurchased Bonds for a period of not more than seven days, not exceeding five Business Days, in order to effect any whatever changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are may thereby be made necessary in the Registration StatementStatement or the Prospectus as amended or supplemented, Prospectus or in any other documents or arrangements arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the non-defaulting Underwriters may thereby be effectedmade necessary. Nothing contained The term “Underwriter” as used in this Agreement shall relieve include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Unpurchased Bonds. (b) If, after giving effect to any arrangements for the purchase of the Unpurchased Bonds of a defaulting Underwriter by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of its liabilitysuch Unpurchased Bonds that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Bonds, if anythen the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Bonds that such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Bonds that such Underwriter agreed to purchase hereunder) of the Unpurchased Bonds of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Unpurchased Bonds of a defaulting Underwriter by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of Unpurchased Bonds that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Bonds, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriters to purchase Unpurchased Bonds of the defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters or the Company, except for the expenses to be borne by the Company and the Selling Stockholders or any nondefaulting Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 10 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for damages occasioned by its default hereunderdefault.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementto purchase the Firm Stock hereunder, and if the remaining Underwriters, as the case may be, shall be obligated severally number of shares of Firm Stock with respect to take up and pay for (which such default relates does not exceed in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of shares of Firm Stock which all Underwriters have agreed to purchase hereunder, then such Firm Stock to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder. (b) In the event that such default relates to more than 10% of the Securities set forth number of shares of Firm Stock, you may in Schedule I(Ayour discretion arrange for yourself or for another party or parties to purchase such Firm Stock to which such default relates on the terms contained herein. If within one (1) heretobusiness day after such default relating to more than 10% of the number of shares of Firm Stock, you do not arrange for the purchase of such Firm Stock, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours one (1) business day within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, you to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased said Firm Stock on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms. In the event that neither you nor the Company arrange for the purchase of the Firm Stock to which a default by any Underwriter relates as set forth provided in this Section 119, the Closing Date shall this Agreement may be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for terminated by you or the Company (except as provided in Section 6 and Section 8(a) hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statementseveral Underwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement but nothing herein shall relieve any a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder. (c) In the event that the Firm Stock to which the default relates is to be purchased by the non-defaulting Underwriters, or is to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date for a reasonable period but not in any event exceeding five (5) business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement or the Prospectus which in the opinion of counsel for the Underwriters may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Stock.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities Bonds which it has agreed to be purchased by such Underwriter purchase hereunder (in this Section called the “Unpurchased Bonds”), the non-defaulting Underwriters may in their discretion arrange for themselves or Underwriters hereunder and such failure another party or other parties to purchase shall constitute a such Unpurchased Bonds on the terms contained herein. If within 36 hours after such default in by any Underwriter the performance non-defaulting Underwriters do not arrange for the purchase of its or their obligations under this Agreementsuch Unpurchased Bonds, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or other parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, Underwriters to purchase no less such Unpurchased Bonds on such terms. In the event that, within the respective prescribed period, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Unpurchased Bonds, or the Company notifies such Underwriters that it has so arranged for the purchase of such Unpurchased Bonds, such Underwriters or the Company shall have the right to postpone the Closing Date for such Unpurchased Bonds for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the non-defaulting Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Unpurchased Bonds. (b) If, after giving effect to any arrangements for the purchase of the Unpurchased Bonds of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of such Unpurchased Bonds which remains unpurchased Securities that exceeds 10% does not exceed one-eleventh of the aggregate principal amount thereof upon of the Bonds, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Bonds which such terms Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Bonds which such Underwriter agreed to purchase hereunder) of the Unpurchased Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein set forth. shall relieve a defaulting Underwriter from liability for its default. (c) If, howeverafter giving effect to any arrangements for the purchase of the Unpurchased Bonds of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of Unpurchased Bonds which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Bonds, as referred to in subsection (b) above, or if the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and exercise the amount right described in subsection (b) above to require non-defaulting Underwriters to purchase Unpurchased Bonds of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datea defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company and Company, except for the Selling Stockholders. In the event of a default expenses to be borne by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for Underwriters as provided in Section 6 hereof and the Representatives are necessary indemnity and contribution agreements in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement Section 10 hereof; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all of the unsold Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the principal amount of the Securities set forth opposite their names in Schedule I(A) II hereto bears to the aggregate principal amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities set forth in Schedule I(A) II hereto, the Company and remaining Underwriters shall have the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, right to purchase no less than the amount of such unpurchased Securities that exceeds 10% all, but shall not be under any obligation to purchase any, of the amount thereof upon Securities, and if such terms herein set forth. Ifnondefaulting Underwriters do not purchase all the Securities, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 118, the Closing Date shall be postponed for such period, not exceeding five seven Business Days, to effect any as the Representative shall determine in order that the required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, the Canadian Final Prospectus and the U.S. Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Units that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of the Securities agreed to be purchased by Units that such defaulting Underwriter or Underwriters hereunder and such failure are obligated but fail or refuse to purchase is not more than one-tenth of the aggregate number of the Units that the Underwriters are obligated to purchase on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions proportion that the amount number of the Securities Firm Units set forth opposite their names its name in Schedule I(A) I hereto bears to the aggregate amount number of the Securities Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the remaining Underwriters, as applicable) Representatives may specify in accordance with the Securities Agreement Among Underwriters of Citigroup Global Markets Inc. to purchase the Units that the such defaulting Underwriter or Underwriters agreed are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Units that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of the Securities that the defaulting Underwriter or Underwriters agreed but failed Units with respect to purchase shall exceed 10% which such default occurs is more than one-tenth of the aggregate amount number of Units that the Securities set forth in Schedule I(A) hereto, Underwriters are obligated to purchase on the Company Initial Delivery Date and arrangements satisfactory to the Representatives and the Selling Stockholders shall be entitled to a period Partnership for the purchase of 36 hours within which to procure another such Units by one or more non-defaulting Underwriters or other party or parties reasonably satisfactory to approved by the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company Representatives and the Selling Stockholders shall Partnership are not have completed such arrangements made within 72 hours five business days after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datedefault, then this Agreement will terminate without liability to on the part of any non-party hereto (other than the defaulting Underwriter Underwriter). In any such case that does not result in termination of this Agreement, either the Representatives or the Company and Partnership shall have the Selling Stockholders. In right to postpone the Initial Delivery Date, but in no event of a default by any Underwriter as set forth for longer than seven days, in this Section 11order that the required changes, the Closing Date shall be postponed for such periodif any, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Option Units that it or they are obligated to purchase hereunder on the Option Units Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion that the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of Citigroup Global Markets Inc., to purchase the Option Units that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liabilityany such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, if anyfor all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to the Company and the Selling Stockholders purchase. Any notice under this Section 9 may be given by telegram, telecopy or any nondefaulting Underwriter for damages occasioned telephone but shall be subsequently confirmed by its default hereunderletter.

Default by an Underwriter. If on the Closing Date or the Option Closing Date, as the case may be, any one or more Underwriters Underwriter shall fail to purchase and pay for any the portion of the Securities Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by such the defaulting Underwriter or Underwriters hereunder and Underwriters, then (a) if the aggregate number of shares with respect to which such failure default shall occur does not exceed 10% of the Shares to purchase shall constitute a default in be purchased on the performance of its Closing Date or their obligations under this Agreement, the remaining UnderwritersOption Closing date, as the case may be, the other Underwriters shall be obligated severally obligated, severally, in proportion to take up and pay for (in the respective proportions that numbers of Shares which they are obligated to purchase hereunder, to purchase the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that or (b) if the aggregate amount number of the Securities that the defaulting Underwriter or Underwriters agreed but failed shares of Shares with respect to purchase which such default shall exceed occur exceeds 10% of the aggregate amount of Shares to be purchased on the Securities set forth in Schedule I(A) hereto, Closing Date or the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting UnderwritersOption Closing Date, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% Company or you as the Representatives of the amount thereof upon such terms herein set forth. IfUnderwriters will have the right, howeverby written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% part of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter Underwriters or of the Company except to the extent provided in Sections [5] and the Selling Stockholders[8] hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 116, the Closing Date shall or Option Closing Date, as the case may be, may be postponed for such period, not exceeding five Business Daysseven days, to effect any as you, as Representatives, may determine in order that the required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement in the Prospectus or in any other documents or arrangements may be effected. Nothing contained in The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Agreement Section 6 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, the Firm Shares or Additional Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay you may in your discretion arrange for yourself or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within five calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Offered Securities set forth opposite their names in Schedule I(A) A hereto bears to the aggregate amount of the Offered Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Offered Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Offered Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Offered Securities set forth in Schedule I(A) A hereto, the Company and the Selling Stockholders Shareholder shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Offered Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders Shareholder shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Offered Securities exceeds 10% of the amount of such Offered Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling StockholdersShareholder (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 11, the applicable Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders Shareholder or counsel for the Representatives are necessary in the Registration Statement, Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders Shareholder or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Optional Shares hereunder, and if the remaining UnderwritersFirm Shares or Optional Shares with respect to which such default relates do not exceed in the aggregate 10% of the number of Firm Shares or Optional Shares, as the case may be, that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Optional Shares to which the default relates shall be obligated purchased severally by the non-defaulting Underwriters in proportion to take up and pay for their respective commitments hereunder. (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Ab) hereto bears If such default relates to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed more than 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersOptional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any Representatives may in their discretion arrange for another party or parties (including a non-defaulting Underwriter Underwriter) to purchase such Firm Shares or Optional Shares to which such default relates, on the Company and the Selling Stockholdersterms contained herein. In the event that the Representatives do not arrange for the purchase of the Firm Shares or Optional Shares to which a default by any Underwriter relates as set forth provided in this Section 1111(b), this Agreement may be terminated by the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for Representatives or by the Company without liability on the part of the several Underwriters (except as provided in Section 8 hereof) or the Company (except as provided in Sections 6 and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement8 hereof), Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement but nothing herein shall relieve any a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder. (c) If the Firm Shares or Optional Shares to which the default relates are to be purchased by the nondefaulting Underwriters, or are to be purchased by another party or parties, the Representatives or the Company shall have the right to postpone the Closing Date or any Option Closing Date, as the case may be, for a reasonable period, but not in any event exceeding seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statements or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statements or supplement to the Prospectus that in the opinion of Underwriters' Counsel may thereby be made necessary. The terms "Underwriters" and "Underwriter" as used in this Agreement shall include any party substituted under this Section 11 with like effect as if it had originally been a party to this Agreement with respect to the Firm Shares and/or Optional Shares purchased by it.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay you may in your discretion arrange for yourself or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non- defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within 5 calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Section 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be, for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, the Firm Shares or Additional Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay you may in your discretion arrange for yourself or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within five calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 10, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company and ▇▇. ▇▇▇▇▇▇ to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company or ▇▇. ▇▇▇▇▇▇ with respect thereto (except in each case as provided in Sections 6, 8(a) and 9 hereof with respect to the Company and Sections 8(b) and 9 hereof with respect to the Selling Stockholders Stockholders) or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by the Underwriters pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities number of Firm Shares or Additional Shares, the Firm Shares or Additional Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay the Underwriters may in their discretion arrange for themselves or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within 5 calendar days after such a default the Underwriters do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement, or in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares, shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Section 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Underwriters or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statements or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statements or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares or Additional Shares.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount number of the Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate amount number of the Securities set forth opposite the names of all the remaining Underwriters, Underwriters or in such other proportion as applicable[-] may specify in accordance with the [-]) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of the Securities set forth in Schedule I(A) I hereto, the Company and remaining Underwriters shall have the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, right to purchase no less than the amount of such unpurchased Securities that exceeds 10% all, but shall not be under any obligation to purchase any, of the amount thereof upon Securities, and if such terms herein set forth. Ifnondefaulting Underwriters do not purchase all the Securities, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Fund or the Company and the Selling StockholdersAdviser. In the event of a default by any Underwriter as set forth in this Section 1110, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any as the Underwriters shall determine in order that the required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Fund and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Fund, purchases Securities which a defaulting Underwriter agreed, but failed or refused, to purchase.

Default by an Underwriter. If any one If, on the Closing Date or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwritersan Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount number of the Securities Firm Shares set forth opposite their respective names in Schedule I(A) hereto A bears to the aggregate amount number of the Securities Firm Shares set forth opposite the names of all the remaining such non defaulting Underwriters, or in such other proportions as applicable) you may specify, to purchase the Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, provided that in no event shall the event number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one ninth of such number of Shares without the aggregate amount written consent of such Underwriter. If, on the Securities that the defaulting Closing Date, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 10% Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one tenth of the aggregate amount number of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities Firm Shares to be purchased on such date, then and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company and the Selling StockholdersCompany. In any such case either you or the event of a default by any Underwriter as set forth in this Section 11, Company shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such periodlonger than seven days, not exceeding five Business Daysin order that the required changes, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary if any, in the Registration Statement, in the Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. Nothing contained If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders Issuer shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders Issuer shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling StockholdersIssuer. In the event of a default by any Underwriter as set forth in this Section 1110, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders Issuer or counsel for the Representatives are necessary in the Registration Statement, Prospectus Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders Issuer or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Optional Shares hereunder, and if the remaining UnderwritersFirm Shares or Optional Shares with respect to which such default relates do not exceed in the aggregate 10% of the number of Firm Shares or Optional Shares, as the case may be, that all the Underwriters have agreed to purchase on the relevant Closing Time or Date of Delivery, then the Representatives may make arrangements satisfactory to the Company for the purchase of such Firm Shares or Optional Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the relevant Closing Time or Date of Delivery, such Firm Shares or Optional Shares to which the default relates shall be obligated severally purchased by the Representatives and any non-defaulting Underwriter in proportion to take up and pay for their respective commitments hereunder (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears addition to the aggregate amount number of the Securities set forth opposite the names of all the remaining Underwriters, as applicableFirm Shares and Optional Shares they are obligated to purchase pursuant to Section 3 hereof). (b) the Securities that the defaulting If any Underwriter or Underwriters agreed but failed to purchase; provided, however, that shall default in the event that the aggregate amount of the Securities that the defaulting Underwriter its or Underwriters agreed but failed their obligation to purchase shall exceed Firm Shares or Optional Shares hereunder, and if such default relates to more than 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersOptional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such Representatives may make arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any for another party or parties (including a non-defaulting Underwriter Underwriter) to purchase such Firm Shares or Optional Shares to which such default relates, on the Company and the Selling Stockholdersterms contained herein. In the event that the Representatives do not arrange for the purchase of the Firm Shares or Optional Shares to which a default by any Underwriter relates as set forth provided in this Section 1113, this Agreement may be terminated by the Representatives or by the Company without liability on the part of the non-defaulting Underwriters (except as provided in Section 9 hereof) or the Company (except as provided in Sections 7 and 9 hereof); provided that if such default occurs with respect to Optional Shares after the Closing Time, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination. Nothing herein shall relieve a defaulting Underwriter of its obligations hereunder, including but not limited to its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder. (c) If the Firm Shares or Optional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties, the Representatives or the Company shall have the right to postpone the Closing Time or any Date shall be postponed of Delivery, as the case may be, for such perioda reasonable period but not in any event exceeding seven days, not exceeding five Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any changes other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement or supplement to the Prospectus that in the opinion of counsel for the Company Underwriters may thereby be made necessary. The terms “Underwriters” and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained “Underwriter” as used in this Agreement shall include any party substituted under this Section 13 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and/or Optional Shares. (d) No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersRepresentatives may in their discretion arrange for the Representatives or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter, as the case may beRepresentatives do not arrange for the purchase of such Securities, then the Company shall be obligated severally entitled to take up and pay a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that it has so arranged for (the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Securities for a period of not more than five days, in order to effect whatever changes may thereby be made necessary in the respective proportions Registration Statement or the Prospectus as amended or supplemented or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate number of the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase under the Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the proportion that the amount number of the Securities set forth opposite their names the name of each non-defaulting Underwriter in Schedule I(A) hereto I bears to the aggregate amount number of the Securities set forth opposite the names of all the remaining such non-defaulting Underwriters, as applicable) of the Securities that the of such defaulting Underwriter or Underwriters agreed for which such arrangements have not been made, subject to such adjustments to eliminate fractional shares as the Representatives may determine, but failed nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to purchase; provided, however, that in any arrangements for the event that the aggregate amount purchase of the Securities that the of a defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to by the non-defaulting UnderwritersUnderwriters and the Company as provided in subsection (a) above, the aggregate number of Securities which remains unpurchased exceeds one-eleventh of the aggregate number of the Securities, as referred to in subsection (b) above, or if the case may be, Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase no less than the amount Securities of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datea defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company, except that the Company and will continue to be liable for the Selling Stockholders. In the event payment of a default by any Underwriter expenses as set forth in this Section 11, 6 hereof and except that the Closing Date provisions of Section 7 hereof shall be postponed for such period, not exceeding five Business Days, to effect any changes that terminate and shall remain in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement effect; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the principal amount of the Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate principal amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining non-defaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities; provided further, however, that if within 24 hours after such default by such defaulting Underwriter or Underwriters holding in excess of 10% of the aggregate principal amount of the Securities set forth in Schedule I(A) I hereto, the Company and remaining non-defaulting Underwriters shall not have agreed to purchase all of the Selling Stockholders Securities, then the Issuer shall be entitled to a further period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, Underwriters to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on by such datedefaulting Underwriter or Underwriters and if no such party purchases such Securities, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company Issuer, except as provided in Sections 6 and the Selling Stockholders8 hereof. In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any as the Underwriters shall determine in order that the required changes that in the opinion Time of counsel for Sale Information, the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders Issuer or any nondefaulting no defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Units that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of the Securities agreed to be purchased by Units that such defaulting Underwriter or Underwriters hereunder and such failure are obligated but fail or refuse to purchase is not more than one-tenth of the aggregate number of the Units that the Underwriters are obligated to purchase on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions proportion that the amount number of the Securities Firm Units set forth opposite their names its name in Schedule I(A) I hereto bears to the aggregate amount number of the Securities Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the remaining Underwriters, as applicable) Representatives may specify in accordance with the Securities Agreement Among Underwriters of Citigroup Global Markets Inc. to purchase the Units that the such defaulting Underwriter or Underwriters agreed are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Units that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of the Securities that the defaulting Underwriter or Underwriters agreed but failed Units with respect to purchase shall exceed 10% which such default occurs is more than one-tenth of the aggregate amount number of Units that the Securities set forth in Schedule I(A) heretoUnderwriters are obligated to purchase on the Initial Delivery Date and arrangements satisfactory to the Representatives, the Company Selling Unitholder and the Selling Stockholders shall be entitled to a period Partnership for the purchase of 36 hours within which to procure another such Units by one or more non-defaulting Underwriters or other party or parties reasonably satisfactory to approved by the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, howeverRepresentatives, the Company Selling Unitholder and the Selling Stockholders shall Partnership are not have completed such arrangements made within 72 hours five business days after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datedefault, then this Agreement will terminate without liability to on the part of any non-party hereto (other than the defaulting Underwriter Underwriter). In any such case that does not result in termination of this Agreement, any of the Representatives, the Selling Unitholder or the Company and Partnership shall have the Selling Stockholders. In right to postpone the Initial Delivery Date, but in no event of a default by any Underwriter as set forth for longer than seven days, in this Section 11order that the required changes, the Closing Date shall be postponed for such periodif any, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Option Units that it or they are obligated to purchase hereunder on the Option Units Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion that the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of Citigroup Global Markets Inc., to purchase the Option Units that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liabilityany such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, if anyfor all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Selling Unitholder and the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to the Company and the Selling Stockholders purchase. Any notice under this Section 11 may be given by telegram, telecopy or any nondefaulting Underwriter for damages occasioned telephone but shall be subsequently confirmed by its default hereunderletter.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Firm Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount number of the Firm Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate amount number of the Firm Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Firm Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of the Firm Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of the Firm Securities set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties arrangements reasonably satisfactory to the non-defaulting Underwriters, as Representatives and the case may be, to Company are not otherwise made for the purchase no less than the amount of such unpurchased Securities that exceeds 10at least 90% of the amount thereof upon Firm Securities (by existing or new Underwriters) within 36 hours after any such terms herein set forth. If, howeverdefaults, the Company and remaining Underwriters shall have the Selling Stockholders right to purchase all, but shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% be under any obligation to purchase any, of the amount of Firm Securities, and if such Securities to be purchased on such datenondefaulting Underwriters do not purchase all the Firm Securities, then this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date shall be postponed for such period, not exceeding five Business Daysbusiness days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for as the Representatives are necessary shall determine in order that the required changes in the Registration Statement, the General Disclosure Package and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Optional Shares hereunder, and if the remaining UnderwritersFirm Shares or Optional Shares with respect to which such default relates do not exceed in the aggregate 10% of the number of Firm Shares or Optional Shares, as the case may be, that all Underwriters have agreed to purchase on the relevant Closing Date or Option Closing Date, then the Representatives may make arrangements satisfactory to CWCO for the purchase of such Firm Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the relevant Closing Date or Option Closing Date, such Firm Shares or Optional Shares to which the default relates shall be obligated purchased severally by the non-defaulting Underwriters in proportion to take up and pay for their respective commitments hereunder. (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Ab) hereto bears If such default relates to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed more than 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersOptional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any Representatives may in their discretion arrange for another party or parties (including a non-defaulting Underwriter Underwriter) to purchase such Firm Shares or Optional Shares to which such default relates, on the Company and the Selling Stockholdersterms contained herein. In the event that the Representatives do not arrange for the purchase of the Firm Shares or Optional Shares to which a default by any Underwriter relates as set forth provided in this Section 1112, this Agreement may be terminated by the Representatives or by CWCO without liability on the part of the non-defaulting several Underwriters (except as provided in Section 9 hereof) or CWCO (except as provided in Sections 7 and 9 hereof); provided that if such default occurs with respect to Optional Shares after the Closing Date shall be postponed for Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effectedtermination. Nothing contained in this Agreement herein shall relieve any a defaulting Underwriter of its liability, if any, to the Company other several Underwriters and the Selling Stockholders or any nondefaulting Underwriter to CWCO for damages occasioned by its default hereunder. (c) If the Firm Shares or Optional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties, the Representatives or CWCO shall have the right to postpone the Closing Date or any Option Closing Date, as the case may be, for a reasonable period but not in any event exceeding seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and CWCO agrees to file promptly any amendment to the Registration Statement or supplement to the Prospectus that in the opinion of counsel for the Underwriters may thereby be made necessary. The terms “Underwriters” and “Underwriter” as used in this Agreement shall include any party substituted under this Section 12 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and/or Optional Shares.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, the Firm Shares or Additional Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay you may in your discretion arrange for yourself or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non- defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within five calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be, for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, to which the default relates shall be purchased by the nondefaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the nondefaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay you may in your discretion arrange for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter yourself or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure for another party or parties reasonably satisfactory (including any nondefaulting Underwriter or Underwriters who so agree) to the non-defaulting Underwriterspurchase such Firm Shares or Additional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within five calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Section 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the nondefaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

Default by an Underwriter. (a) If any one or more of the Underwriters shall fail at the Closing Date to purchase the Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Notes”) and pay for any such Defaulted Notes do not exceed in the aggregate 10% of the Securities agreed aggregate principal amount of the Notes, then each non-defaulting Underwriter shall purchase an aggregate amount of the Defaulted Notes equal to the proportion that the aggregate principal amount of Notes to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in such Underwriter’s name on Schedule I(A) I hereto bears to the aggregate principal amount of Notes to be purchased by all non-defaulting Underwriters. (b) Notwithstanding the Securities set forth opposite foregoing, if the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter Defaulted Notes equal or Underwriters agreed but failed to purchase; provided, however, that exceed in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities set forth in Schedule I(A) heretoNotes, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to then the non-defaulting UnderwritersUnderwriters shall have the right, as within 48 hours after the case may beClosing Date, to make arrangements for one or more of such non-defaulting Underwriters to purchase no all, but not less than the amount of such unpurchased Securities that exceeds 10% all, of the amount thereof Defaulted Notes in such amounts as may be agreed upon among such non-defaulting Underwriters and upon the terms herein set forth. If, however, ; provided that if the Company and the Selling Stockholders non-defaulting Underwriters shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date48-hour period, then this Agreement will shall terminate without liability to any on the part of the non-defaulting Underwriter Underwriters or the Company and the Selling StockholdersGuarantors. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a default by termination of this Agreement, any Underwriter as set forth in this Section 11, of the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding five Business Days, seven days in order to effect any required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderarrangements.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Series 99 Bonds or the Series 100 Bonds, as the case may be, agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount of the Securities Series 99 Bonds or the Series 100 Bonds, as the case may be, set forth opposite their names in Schedule I(A) II hereto bears to the aggregate amount of the Securities Series 99 Bonds or the Series 100 Bonds, as applicable, set forth opposite the names of all the remaining Underwriters) the Series 99 Bonds or the Series 100 Bonds, as applicable) the Securities that case may be, which the defaulting Underwriter or Underwriters agreed but failed to purchase; , provided, however, that in the event that the aggregate principal amount of Series 99 Bonds or the Securities that Series 100 Bonds, as the case may be, which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities Series 99 Bonds or the Series 100 Bonds, as applicable, set forth in Schedule I(A) II hereto, the Company and remaining Underwriters shall have the Selling Stockholders right to purchase all, but shall not be entitled under any obligation to a period purchase any, of 36 hours within which to procure another party the Series 99 Bonds or parties reasonably satisfactory to the non-defaulting UnderwritersSeries 100 Bonds, as the case may be, to and if such nondefaulting Underwriters do not purchase no less than all the amount of such unpurchased Securities that exceeds 10% of Series 99 Bonds or the amount thereof upon such terms herein set forth. IfSeries 100 Bonds, howeveras applicable, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date shall be postponed for such period, not exceeding five Business Daysbusiness days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for as the Representatives are necessary shall determine in order that the required changes in the Registration Statement, Statement and the Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Shares hereunder, and if the remaining UnderwritersShares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Shares, as the case may be, the Shares to which the default relates shall be obligated severally purchased by the non-defaulting Underwriters in proportion to take up and pay for (in the respective proportions that which the amount numbers of the Securities Shares set forth opposite their respective names in Schedule I(A) hereto bears I bear to the aggregate amount number of the Securities Shares set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as . (b) In the case may be, event that such default relates to purchase no less more than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, howevertotal number of Shares, the Company and may arrange for the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to Company or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase such Shares to which such default relates on the Company and the Selling Stockholdersterms contained herein. In the event of that within five calendar days after such a default by any Underwriter you do not arrange for the purchase of the Shares to which such default relates as set forth provided in this Section 11Section, this Agreement shall thereupon terminate, without liability on the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion part of counsel for the Company (except in each case as provided in Section 5, 7(a) and 8) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Shares to which such default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Company shall have the right to postpone the Closing Date for a period not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section with like effect as if it had originally been a party to this Agreement with respect to such Shares.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Securities or Additional Securities hereunder, and if the remaining Underwritersnumber of Securities or Additional Securities to which the defaults of all Underwriters in the aggregate relate does not exceed 10% of the number of Securities or Additional Securities, as the case may be, which all Underwriters have agreed to purchase hereunder, then such Securities or Additional Securities to which such defaults relate shall be obligated severally purchased by the non-defaulting Underwriters in proportion to take up and pay for their respective commitments hereunder. (b) If such defaults exceed in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number Securities or Additional Securities, as the case may be, which all Underwriters have agreed to purchase hereunder, the Representative may, in the Representative's discretion, arrange for itself or for another party or parties to purchase such Securities or Additional Securities, as the case may be, to which such default relates on the terms contained herein. If the Representative does not arrange for the purchase of such Securities or Additional Securities within five business days after the occurrence of defaults relating to in excess of 10% of the Securities set forth in Schedule I(A) heretoor the Additional Securities, as the case may be, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours four business days within which to procure another party or parties reasonably satisfactory to the non-defaulting UnderwritersRepresentative to purchase such Securities or Additional Securities, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter terms. If the Representative or the Company and with respect to the Selling Stockholders. In Securities or Additional Securities, as the event case may be, does not arrange for the purchase of a default by any Underwriter the Securities or Additional Securities to which such defaults relate as set forth provided in this Section 119(b), this Agreement may be terminated by the Closing Date shall be postponed for such periodRepresentative or Company with respect to the Securities or Additional Securities, not exceeding five Business Days, to effect any changes that in each case without liability on the opinion part of counsel for the Company (except that the provisions of Sections 5(a)(1), 6, 8, 10, and 13 shall survive such termination) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statementseveral Underwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company and the Selling Stockholders or for any nondefaulting Underwriter for damages occasioned by its default hereunder. (c) If the Securities or Additional Securities to which such defaults relate are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company with respect to the Securities or Additional Securities shall have the right to postpone the Closing Date or the Additional Closing Date, as the case may be, for a reasonable period but in any event not more than ten business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements with respect to the Securities or the Additional Securities, and the Company agrees to prepare and file promptly any amendment or supplement to the Registration Statement or the Prospectus which in the opinion of counsel for the Underwriters may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 as if such party had originally been a party to this Agreement and had been allocated the number of Securities and Additional Securities actually purchased by it as a result of its original commitment to purchase Securities and Additional Securities and its purchase of Securities or Additional Securities pursuant to this Section 9.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by Bear ▇▇▇▇▇▇▇ pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, the Firm Shares or Additional Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule II hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay Bear ▇▇▇▇▇▇▇ may in its discretion arrange for itself or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to which such default relates on the terms contained herein. In the event that within five calendar days after such a default Bear ▇▇▇▇▇▇▇ does not arrange for the purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon Firm Shares or Additional Shares, as the case may be, to which such terms herein set forth. Ifdefault relates as provided in this Section 10, howeverthis Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase, and of the Company and the Additional Selling Stockholders to sell, the Additional Shares shall not have completed such arrangements within 72 hours after such default and thereupon terminate, without liability on the amount of unpurchased Securities exceeds 10% part of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter Company or the Company and the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Additional Selling Stockholders with respect thereto (except in each case as provided in Sections 6, 7(a) and 8 hereof) or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, Bear ▇▇▇▇▇▇▇ or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Additional Shares hereunder, and if the remaining UnderwritersFirm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by the Underwriters pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares or Additional Shares, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions Firm Shares or Additional Shares that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed refused to purchase shall exceed 10% be purchased by the non-defaulting Underwriters in proportion to the respective proportions that the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate amount number ---------- of the Securities Firm Shares set forth in Schedule I(A) hereto, opposite the Company and the Selling Stockholders shall be entitled to a period names of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters. (b) In the event that such default relates to more than 10% of the Firm Shares or Additional Shares, as the case may be, the Underwriters may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase such Firm Shares or Additional Shares to which such default relates on the terms contained herein. In the event that within five calendar days after such a default the Underwriters do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such daterelates as provided in this Section 9, then this Agreement will terminate without liability to any non-defaulting Underwriter or or, in the Company and the Selling Stockholders. In the event case of a default by any Underwriter as set forth in this Section 11with respect to Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell Additional Shares, shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters or by another party or parties as aforesaid, the Underwriters or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be, for a period not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment of or supplement to the Registration Statement or the Prospectus that, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares or Additional Shares.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Optional Shares hereunder, and if the remaining UnderwritersFirm Shares or Optional Shares with respect to which such default relates do not exceed in the aggregate 10% of the number of Firm Shares or Optional Shares, as the case may be, that all Underwriters have agreed to purchase on the relevant Closing Date or Option Closing Date, then the Representatives may make arrangements satisfactory to CWCO for the purchase of such Firm Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the relevant Closing Date or Option Closing Date, such Firm Shares or Optional Shares to which the default relates shall be obligated purchased severally by the non-defaulting Underwriters in proportion to take up and pay for their respective commitments hereunder. (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(Ab) hereto bears If such default relates to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed more than 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersOptional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any Representatives may in their discretion arrange for another party or parties (including a non-defaulting Underwriter Underwriter) to purchase such Firm Shares or Optional Shares to which such default relates, on the Company and the Selling Stockholdersterms contained herein. In the event that the Representatives do not arrange for the purchase of the Firm Shares or Optional Shares to which a default by any Underwriter relates as set forth provided in this Section 1113, this Agreement may be terminated by the Representatives or by CWCO without liability on the part of the non-defaulting several Underwriters (except as provided in Section 10 hereof) or CWCO (except as provided in Sections 8 and 10 hereof); provided that if such default occurs with respect to Optional Shares after the Closing Date shall be postponed for Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effectedtermination. Nothing contained in this Agreement herein shall relieve any a defaulting Underwriter of its liability, if any, to the Company other several Underwriters and the Selling Stockholders or any nondefaulting Underwriter to CWCO for damages occasioned by its default hereunder. (c) If the Firm Shares or Optional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties, the Representatives or CWCO shall have the right to postpone the Closing Date or any Option Closing Date, as the case may be, for a reasonable period but not in any event exceeding seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and CWCO agrees to file promptly any amendment to the Registration Statement or supplement to the Prospectus that in the opinion of counsel for the Underwriters may thereby be made necessary. The terms "Underwriters" and "Underwriter" as used in this Agreement shall include any party substituted under this Section 13 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and/or Optional Shares.

Default by an Underwriter. If any one or more U.S. Underwriters shall fail to purchase and pay for any of the U.S. Securities agreed to be purchased by such U.S. Underwriter or U.S. Underwriters hereunder under this U.S. Underwriting Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, U.S. Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount of the U.S. Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate amount of the U.S. Securities set forth opposite the names of all the remaining U.S. Underwriters, as applicable) the U.S. Securities that which the defaulting U.S. Underwriter or U.S. Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the U.S. Securities that which the defaulting U.S. Underwriter or U.S. Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) I hereto, the Company and remaining U.S. Underwriters shall have the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, right to purchase no less than the amount of such unpurchased Securities that exceeds 10% all, but shall not be under any obligation to purchase any, of the amount thereof upon U.S. Securities, and if such terms herein set forth. Ifnondefaulting U.S. Underwriters do not purchase all the U.S. Securities, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting U.S. Underwriter, the Selling Shareholders or the Company and the Selling StockholdersCompany. In the event of a default by any U.S. Underwriter as set forth in this Section 1110, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any as the U.S. Representatives shall determine in order that the required changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus the ADR Registration Statement and the Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting U.S. Underwriter of its liability, if any, to the Company and Company, the Selling Stockholders or Shareholders and any nondefaulting U.S. Underwriter for damages occasioned by its default hereunderunder this U.S. Underwriting Agreement.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by the Underwriters pursuant to Subsection (b) below) exceed in the aggregate 10% of the Securities number of Firm Shares or Additional Shares, the Firm Shares or Additional Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non- defaulting Underwriters. (b) In the event that such Underwriter default relates to more than 10% of the Firm Shares or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining UnderwritersAdditional Shares, as the case may be, shall be obligated severally to take up and pay the Underwriters may in their discretion arrange for themselves or for another party or parties (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party such Firm Shares or parties reasonably satisfactory to the non-defaulting UnderwritersAdditional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within five calendar days after such a default the Underwriters do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement, or in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares, shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Section 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Underwriters or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be, for a period not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares or Additional Shares.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse on the Firm Shares Closing Date or the Additional Shares Closing Date to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such failure to purchase shall constitute a default in the performance of its defaulting Underwriter or their obligations under this Agreement, the remaining Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally to take up and pay for (severally, in the respective proportions that proportion which the amount number of the Securities Firm Shares set forth opposite their names its name in Schedule I(A) hereto I bears to the aggregate amount total number of the Securities set forth opposite the names of Firm Shares which all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as the Underwriters may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no less than event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 10 by an amount in excess of one-tenth of the total number of Firm Shares or Additional Shares, as the case may be, that the Underwriters are obligated to purchase on the Firm Shares Closing Date or the Additional Shares Closing Date, as applicable, without the written consent of such unpurchased Securities that exceeds 10% Underwriter. If on the Firm Shares Closing Date or on the Additional Shares Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount aggregate number of unpurchased Securities exceeds 10% of the amount of such Securities Shares to be purchased on such datedate by all Underwriters in the event of a default by an Underwriter and arrangements satisfactory to the Underwriters and the Company for purchase of such Shares are not made within 48 hours after such default, then this Agreement will terminate without liability to on the part of any non-defaulting Underwriter Underwriter, any Selling Stockholder and the Company. In any such case which does not result in termination of this Agreement, either the Underwriters or the Company and shall have the Selling Stockholders. In right to postpone the event of a default by any Underwriter as set forth in this Section 11, the Firm Shares Closing Date shall be postponed or the Additional Shares Closing Date, as the case may be, but in no event for such periodlonger than seven days, not exceeding five Business Daysin order that the required changes, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary if any, in the Registration Statement, Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting default of any such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder hereunder, and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the principal amount of the Securities set forth opposite their names in Schedule I(A) I hereto bears to the aggregate principal amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities set forth in Schedule I(A) I hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the principal amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the principal amount of unpurchased Securities exceeds 10% of the principal amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling StockholdersCompany. In the event of a default by any Underwriter as set forth in this Section 119, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Statement and the Prospectus or in any other documents or arrangements may be effectedarrangements. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Additional Shares hereunder, and if the remaining UnderwritersFirm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares or Additional Shares, as the case may be, which all Underwriters have agreed to purchase hereunder, then such Firm Shares or Additional Shares to which the default relates shall be obligated severally purchased by the non-defaulting Underwriters in proportion to take up and pay for (in the respective proportions that which the amount numbers of the Securities Firm Shares set forth opposite their respective names in Schedule I(A) 1 hereto bears bear to the aggregate amount number of the Securities Firm Shares set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Securities set forth in Schedule I(A) hereto, the Company and the Selling Stockholders shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters. (b) In the event that such default relates to more than 10% of the Firm Shares or Additional Shares, as the case may be, you may in your discretion arrange for yourself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase such Firm Shares or Additional Shares, as the case may be, to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after which such default and relates on the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company and the Selling Stockholdersterms contained herein. In the event that within 5 calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 11with respect to the Additional Shares, the Closing Date shall be postponed for such period, not exceeding five Business Days, obligations of the Underwriters to effect any changes that in the opinion purchase and of counsel for the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Section 5, 7(a) and 8 hereof) or the Selling Stockholders or counsel for the Representatives are necessary in the Registration StatementUnderwriters, Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the Company other Underwriters and the Selling Stockholders or any nondefaulting Underwriter Company for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be, for a period not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with the like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters, as Representatives may in their discretion arrange for the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I(A) hereto bears to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities that the defaulting Underwriter Representatives or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that the defaulting Underwriter another party or Underwriters agreed but failed other parties to purchase shall exceed 10% of such Securities on the aggregate amount of the Securities set forth in Schedule I(A) heretoterms contained herein. If within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Securities, then the Company and the Selling Stockholders shall be entitled to a further period of 36 thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that it has so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Securities for a period of not more than five days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase under this Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase under this Agreement) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting UnderwritersUnderwriters and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Securities, as referred to in subsection (b) above, or if the case may be, Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase no less than the amount Securities of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Stockholders shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the amount of such Securities to be purchased on such datea defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company, except that the Company and will continue to be liable for the Selling Stockholders. In the event payment of a default by any Underwriter expenses as set forth in this Section 11, 6 hereof and except that the Closing Date provisions of Section 7 hereof shall be postponed for such period, not exceeding five Business Days, to effect any changes that terminate and shall remain in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Representatives are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement effect; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunderdefault.