Common use of Default of One or More of the Several Underwriters Clause in Contracts

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), then the Representatives shall have the right, within 36 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 aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Mortgage Bonds to be purchased on such date, the non- defaulting Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount of the Mortgage Bonds set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds and the aggregate principal amount of such Mortgage Bonds with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 7, Section 8 and Section 16 hereof shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If(a) Subject to the terms of this Agreement, the obligation of the Underwriters to purchase the Closing Securities at the Closing Date shall be several and not joint and shall be limited to the number and equivalent percentage of the Securities set out opposite the name of the Underwriters respectively below (subject to such adjustment as the Underwriters may determine to eliminate fractional shares): Maxim Group LLC 3,000,000 2,100,000 100 % 3,000,000 2,100,000 100 % (b) If on the Closing Date or any Option Closing Date, if any, any one or more Underwriter shall fail to purchase and pay for the portion of the several Underwriters shall fail Closing Securities or refuse to purchase Mortgage Bonds that it or they have Option Securities, as the case may be, which such Underwriter has agreed to purchase hereunder and pay for on such date (otherwise than by reason of any default on the “Defaulted Securities”part of the Company), then the Representatives shall have Representative, or if the rightRepresentative is the defaulting Underwriter, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any other underwritersothers, to purchase all, but not less than all, of from the aggregate principal amount of the Defaulted Securities in Company such amounts as may be agreed upon and upon the terms herein set forth. If, howeverforth herein, the Closing Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have completed procured such arrangements within such 36-hour periodother Underwriters, and or any others, to purchase the Closing Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate principal amount number of Closing Securities or Option Securities, as the Defaulted Securities case may be, with respect to which such default shall occur does not exceed 10% of the aggregate principal amount of Mortgage Bonds to be purchased on such dateClosing Securities or Option Securities, as the case may be, covered hereby, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount respective numbers of Closing Securities or Option Securities, as the Mortgage Bonds set forth opposite their respective names on Schedule A hereto bears case may be, which they are obligated to the aggregate principal amount of such Mortgage Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriterspurchase hereunder, to purchase such Mortgage Bonds that the Closing Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed to purchase, or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds and (b) if the aggregate principal amount number of such Mortgage Bonds Closing Securities or Option Securities, as the case may be, with respect to which such default occurs shall occur exceeds 10% of the aggregate principal amount of Mortgage Bonds to be purchased on such dateClosing Securities or Option Securities, and arrangements satisfactory to as the Representatives and case may be, covered hereby, the Company for or the purchase of such Mortgage Bonds are not made within 48 hours after such default, Representative will have the right to terminate this Agreement shall terminate without liability on the part of any party to any other party the non-defaulting Underwriters or of the Company , except that the provisions of Section 4Sections 3(a), Section 73(b), Section 8 6, 9, 10 and Section 16 hereof 13 shall at all times be effective and shall survive such termination. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 25(b), the applicable Closing Date may be postponed for such caseperiod, either not exceeding seven days, as the Representatives Representative, or if the Company shall have Representative is the right to postpone defaulting Underwriter, the Closing Datenon-defaulting Underwriters, but in no event for longer than seven days may determine in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Agreementinstrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Managing Director, Investment Banking By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chairman, President & Chief Executive Officer None. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ , 2015 Maxim Group LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned, a holder of common shares (“Common Shares”), or rights to acquire Common Shares, of Aeterna Zentaris Inc. (the “Company”), understands that you are the representative (the “Representative”) of the several underwriters (collectively, the term “Underwriter” Underwriters”) named or to be named in the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company, providing for the public offering (the “Offering”) of Common Shares and warrants to purchase Common Shares (the “Securities”). Capitalized terms used herein and not otherwise defined shall be deemed to include any person substituted have the meanings set forth for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability them in respect of any default of such Underwriter under this the Underwriting Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities to be purchased set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45, Section 7, Section 8 8, Section 9, Section 13 and Section 16 hereof 17 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Shares that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Shares which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Shares to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Shares set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Shares and the aggregate principal amount number of such Mortgage Bonds Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45, Section 7, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives Representative or the Company shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities to be purchased set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45, Section 7, Section 8 7 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount number of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 76, Section 8 8, Section 9 and Section 16 hereof 14 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Debt Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in Debt Securities, which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Debt Securities, to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount amounts of the Mortgage Bonds Debt Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds the Debt Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Lead Managers with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Debt Securities and the aggregate principal amount of such Mortgage Bonds Debt Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds the Debt Securities to be purchased on such date, and arrangements satisfactory to the Representatives Lead Managers and the Company Issuer for the purchase of such Mortgage Bonds Debt Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 76, Section 8 9 and Section 16 10 hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representatives Lead Managers or the Company Issuer shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 911. Any action taken under this Section 9 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Shares that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Shares which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Shares to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Shares set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Shares and the aggregate principal amount number of such Mortgage Bonds Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 7, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Shares that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Shares which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Shares to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Shares set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Shares and the aggregate principal amount number of such Mortgage Bonds Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company Trust for the purchase of such Mortgage Bonds Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 76, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company Trust shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Offered Shares that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Offered Shares which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but does not less than all, exceed ten percent (10%) of the aggregate principal amount number of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Mortgage Bonds Offered Shares to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Offered Shares set forth opposite their respective names on Schedule A (the “List of the Underwriters”) attached hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Offered Shares and the aggregate principal amount number of such Mortgage Bonds Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate principal amount number of Mortgage Bonds Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45 (“Payment of Expenses”), Section 76 (“Reimbursement of Underwriters’ Expenses”), Section 8 and Section 16 hereof 7 (“Indemnification”) shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 98. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements and pay for one or more any of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be Stock agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Mortgage Bonds to be purchased on by such dateUnderwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non- defaulting remaining Underwriters shall be obligated, severally, obligated severally to take up and pay for (in the proportion to respective proportions which the aggregate principal amount number of shares of the Mortgage Bonds Stock set forth opposite their respective names on in Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds shares of the Stock set forth opposite the names of all such non-defaulting the remaining Underwriters, or in such other proportions as may be specified by ) the Representatives with Stock which the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate number of shares of the Stock which the defaulting Underwriter or refused Underwriters agreed but failed to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds and the aggregate principal amount of such Mortgage Bonds with respect to which such default occurs exceeds exceed 10% of the aggregate principal amount number of Mortgage Bonds shares of the Stock agreed to be purchased on such datethe Closing Date or the Date of Delivery, as the case may be, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Stock, and arrangements satisfactory to if such nondefaulting Underwriters do not purchase all the Representatives and the Company for the purchase of such Mortgage Bonds are not made within 48 hours after such defaultStock, this Agreement shall or, with respect to the Date of Delivery, the obligation of the Underwriters to purchase, and the Selling Stockholder to sell, the Option Stock to be purchased and sold on such Date of Delivery, will terminate without liability of any party to any other party nondefaulting Underwriter, the Selling Stockholder or the Company, except that the provisions of Section 4, Section Sections 7, Section 8 9, 10, 14, 15, 16, 17 and Section 16 hereof 22 shall at all times be effective and shall survive such termination. In the event of a default by any such caseUnderwriter as set forth in this Section 11 which does not result in a termination of this Agreement or, either in the Representatives case of the Date of Delivery, which does not result in a termination of the obligation of the Underwriters to purchase, and the Selling Stockholder to sell, the relevant Option Stock, as the case may be, the Closing Date or the Company Date of Delivery, as the case may be, shall have be postponed for such period, not exceeding five business days, as the right to postpone the Closing Date, but in no event for longer than seven days Underwriters shall determine in order that the required changes, if any, changes to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used Nothing contained in this Agreement, the term “Underwriter” Agreement shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company, the Selling Stockholder or any nondefaulting Underwriter for damages occasioned by its default of such Underwriter under this Agreementhereunder.

Default of One or More of the Several Underwriters. (a) If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities to be purchased set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party (except the defaulting underwriters) except that the provisions of Section 4, Section 75, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds the Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities to be purchased set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds the Securities and the aggregate principal amount of such Mortgage Bonds the Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company Issuers for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45, Section 7, Section 8 8, Section 9, Section 13 and Section 16 hereof 18 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company Issuers shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or an Option Closing Date, as applicable, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Notes that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in Notes, which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Notes to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount amounts of the Mortgage Bonds such Notes set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or an Option Closing Date, as applicable, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Notes and the aggregate principal amount of such Mortgage Bonds Notes with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Notes to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 76, Section 8 8, 9 and Section 16 hereof 17 shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date or the Option Closing Date, as applicable, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Shares that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Shares which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Shares to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Shares set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives BMO with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Shares and the aggregate principal amount number of such Mortgage Bonds Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Shares to be purchased on such date, and arrangements satisfactory to the Representatives BMO and the Company for the purchase of such Mortgage Bonds Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 76, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives BMO or the Company shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Offered Notes that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Offered Notes which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but does not less than all, exceed ten percent (10%) of the aggregate principal amount number of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Mortgage Bonds Offered Notes to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Offered Notes set forth opposite their respective names on Schedule A (the “List of the Underwriters”) attached hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Offered Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Offered Notes and the aggregate principal amount number of such Mortgage Bonds Offered Notes with respect to which such default occurs exceeds ten percent (10% %) of the aggregate principal amount number of Mortgage Bonds Offered Notes to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Offered Notes are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45 (“Payment of Expenses”), Section 76 (“Reimbursement of Underwriters’ Expenses”), Section 8 and Section 16 hereof 7 (“Indemnification”) shall at all times be effective and shall survive such termination. In any such case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 98. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Offered Securities that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Offered Securities which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Offered Securities to be purchased on such date, the non- defaulting Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Shares set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Offered Securities and the aggregate principal amount number of such Mortgage Bonds Offered Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 7, Section 8 9 and Section 16 hereof 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 911. Any action taken under this Section 9 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to that the aggregate principal amount amounts of the Mortgage Bonds such Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party party, except that the provisions of Section Sections 4, Section 78, Section 8 9 and Section 16 hereof 17 shall at all times be effective and shall survive such termination. In any such case, either the Representatives Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus Statement or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities to be purchased set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party (except the defaulting underwriters) except that the provisions of Section 4, Section 75, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities to be purchased set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party non-defaulting Underwriter, the Company or the Guarantors to any other party except that the provisions of Section 45, Section 7, Section 8 8, Section 9, Section 13 and Section 16 hereof 17 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Corporate Units that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Corporate Units that such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Corporate Units to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Initial Units set forth opposite their respective names on Schedule A I hereto bears to the aggregate principal amount number of such Mortgage Bonds Initial Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds the Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Corporate Units and the aggregate principal amount number of such Mortgage Bonds Corporate Units with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Corporate Units to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Corporate Units are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any party to non-defaulting Underwriters or the Company for the purchase or sale of any other party except that the provisions of Section 4, Section 7, Section 8 and Section 16 hereof shall at all times be effective and shall survive such terminationUnits under this Agreement. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event for a period longer than seven days days, in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or in any other documents or arrangements may be effected. . (b) As used in this AgreementSection 10, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under pursuant to this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such date (the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Underwriters with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount number of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any party to any other party non-defaulting Underwriter or the Company except that the provisions of Section 4, Section 6, Section 7, Section 8 8, Section 14 and Section 16 hereof 15 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration StatementDisclosure Package, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 916. Any action taken under this Section 9 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Units that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Units which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Units to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Units set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Units and the aggregate principal amount number of such Mortgage Bonds Units with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Units to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Units are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 76, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives Representative or the Company shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Shares that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Shares which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Shares to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Shares set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Shares and the aggregate principal amount number of such Mortgage Bonds Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Shares are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any party to any other party non-defaulting Underwriter, except that the provisions of Section 4, Section 7, Section 8 6 and Section 16 hereof 7 shall at all times be effective and shall survive such termination. In any such case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 98. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing DateDate or on a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), then the Representatives shall have the right, within 36 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 aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds Securities to be purchased on such date, the non- non-defaulting Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount number of the Mortgage Bonds Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing DateDate or on a Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount number of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 7, Section 8 and Section 16 hereof shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 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 aggregate total principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate total principal amount of Mortgage Bonds Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate total principal amount of the Mortgage Bonds Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate total principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate total principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate total principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 76, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on at the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds any Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted any Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds such Securities to be purchased set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on at the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds any Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4Sections 5, Section 7, Section 8 and Section 16 9 hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Shares that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Shares which such defaulting Underwriters agreed but failed or more of the non-defaulting Underwriters, or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Shares to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Shares set forth opposite their respective names on Schedule A hereto I bears to the aggregate principal amount number of such Mortgage Bonds Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Shares and the aggregate principal amount number of such Mortgage Bonds Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 46, Section 7, 7 and Section 8 and Section 16 hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents document or arrangements may be effected. As used in this Agreement, the term “Underwriter” Underwriter shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or each Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Underwritten Securities that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Underwritten Securities which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Underwritten Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Shares set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Underwritten Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or each Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Underwritten Securities and the aggregate principal amount number of such Mortgage Bonds Underwritten Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Underwritten Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Underwritten Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 76, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or each Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in Notes, which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount amounts of the Mortgage Bonds such Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 76, Section 8 8, 9 and Section 16 hereof 17 shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities to be purchased set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45, Section 7, Section 8 8, Section 12, Section 15 and Section 16 hereof 17 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in Securities, which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount amounts of the Mortgage Bonds such Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representatives, the Issuer and the Company Guarantor for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 76, Section 8 8, 9 and Section 16 17 hereof shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company Issuer and the Guarantor shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Notes that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in Notes which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds Notes to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Notes set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives BAS with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Notes and the aggregate principal amount of such Mortgage Bonds Notes with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Notes to be purchased on such date, and arrangements satisfactory to the Representatives BAS and the Company for the purchase of such Mortgage Bonds Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 76, Section 8 7 and Section 16 hereof 8 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives BAS or the Company shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.this

Default of One or More of the Several Underwriters. If, on the Closing Delivery Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds all the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities set forth opposite their respective names on Schedule A hereto B bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Delivery Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 forty-eight hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45, Section 7, Section 8 7 and Section 16 10 hereof shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, Delivery Date but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 98. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 76, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds the aggregate principal amount of Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representatives, the Company and the Company Operating Partnership for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party party, except that the provisions of Section 4, Section 76, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company and the Operating Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing DateDate or on a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), then the Representatives shall have the right, within 36 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 aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds Securities to be purchased on such date, the non- non-defaulting Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount number of the Mortgage Bonds Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing DateDate or on a Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount number of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45, Section 78, Section 8 9 and Section 16 17 hereof shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any If one or more of the several Underwriters shall fail or refuse on the Closing Date or Date of Delivery to purchase Mortgage Bonds that the Securities which it or they have agreed are obligated to purchase hereunder on such date under this Agreement (the “Defaulted Securities”), then and the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one number of Defaulted Securities which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severallyseverally and not jointly, in the proportion proportions that their respective underwriting obligations hereunder bear to the aggregate principal amount of the Mortgage Bonds set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds set forth opposite the names underwriting obligations of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Underwriters with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount number of such Mortgage Bonds Defaulted Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, and arrangements satisfactory to the Representatives Underwriters and the Company Issuer for the purchase of such Mortgage Bonds Defaulted Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 6, 7, Section 8 8, 10, 15 and Section 16 hereof shall at all times be effective and shall survive such termination. In any such case, either case the Representatives or Underwriters and the Company Issuer shall have the right to postpone the Closing DateDate or the relevant Date of Delivery, but in no event as the case may be, for longer than a period not exceeding seven days in order that the to effect any required changes, if any, to changes in the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus the Pricing Disclosure Package or the Prospectus or in any other documents or arrangements may be effectedarrangements. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 917. Any action taken under this Section 9 17 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Notes that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in Notes which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Notes to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to the aggregate ACTIVE 228400414v.4 principal amount amounts of the Mortgage Bonds such Notes set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Notes and the aggregate principal amount of such Mortgage Bonds Notes with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Notes to be purchased on such date, date and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 76, Section 8 8, 9 and Section 16 hereof 17 shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Option Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds any Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted any Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds such Securities to be purchased set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or any Option Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds any Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4Sections 5, Section 7, Section 8 and Section 16 hereof 9 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing Date or any Option Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted number of Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount number of the Mortgage Bonds such Securities set forth opposite their respective names on Schedule A hereto 1 bears to the aggregate principal amount number of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount number of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 76, Section 8 8, 9 and Section 16 hereof 17 shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “UnderwriterUnderwriters” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing DateDate or any Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted number of Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount number of the Mortgage Bonds Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing DateDate or any Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount number of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 78, Section 8 9 and Section 16 hereof 17 shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing DateDate or any applicable Date of Delivery, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date, Date or any applicable Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Securities which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount number of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount number of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 7, Section 8 9 and Section 16 hereof 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 911. Any action taken under this Section 9 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Offered Notes that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Offered Notes which such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but does not less than all, exceed ten percent (10%) of the aggregate principal amount number of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Mortgage Bonds Offered Notes to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Offered Notes set forth opposite their respective names on Schedule A (the “List of the Underwriters”) attached hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Offered Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Offered Notes and the aggregate principal amount number of such Mortgage Bonds Offered Notes with respect to which such default occurs exceeds ten percent (10% %) of the aggregate principal amount number of Mortgage Bonds Offered Notes to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Offered Notes are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45 (“Payment of Expenses”), Section 76 (“Reimbursement of Underwriters’ Expenses”), Section 8 and Section 16 hereof 7 (“Indemnification”) shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 98. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Delivery Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds all the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities set forth opposite their respective names on Schedule A hereto B bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Delivery Date, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 forty-eight hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45, Section 7, Section 8 7 and Section 16 hereof 10 shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, Delivery Date but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 98. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Shares that it or they have agreed to purchase hereunder on such date (date, and the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one aggregate number of Shares that such defaulting Underwriter or more of the non-defaulting Underwriters, Underwriters agreed but failed or any other underwriters, refused to purchase all, but not less than all, of the aggregate principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of Mortgage Bonds the Shares to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount number of the Mortgage Bonds Firm Shares set forth opposite their respective names on Schedule A I hereto bears to the aggregate principal amount number of such Mortgage Bonds Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds the Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Shares and the aggregate principal amount number of such Mortgage Bonds Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Mortgage Bonds Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Shares are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any party to non-defaulting Underwriters or the Company for the purchase or sale of any other party except that the provisions of Section 4, Section 7, Section 8 and Section 16 hereof shall at all times be effective and shall survive such terminationShares under this Agreement. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event for a period longer than seven days days, in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or Statement and the Prospectus or in any other documents or arrangements may be effected. . (b) As used in this AgreementSection 10, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under pursuant to this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on at the Closing DateTime or a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities to be purchased set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting nondefaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on at the Closing DateTime or the relevant Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase such Mortgage Bonds Securities and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Mortgage Bonds Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45, Section 7, Section 8 8, Section 9, Section 13 and Section 16 hereof 17 shall at all times be effective and shall survive such termination. In any such case, case either the Representatives or the Company shall have the right to postpone the Closing DateTime or the relevant Date of Delivery, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Mortgage Bonds Securities that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”)date, then the Representatives shall have the right, within 36 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 and the aggregate principal amount of the Defaulted Securities in which such amounts as may be defaulting Underwriter or Underwriters agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Mortgage Bonds the Securities to be purchased on such date, the non- defaulting other Underwriters shall be obligated, severally, in the proportion to proportions that the aggregate principal amount of the Mortgage Bonds Securities to be purchased set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of such Mortgage Bonds Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase such Mortgage Bonds that the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such Mortgage Bonds date and the aggregate principal amount of such Mortgage Bonds Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Mortgage Bonds Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Mortgage Bonds Securities on the terms contained in this Agreement are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 7, Section 8 11 and Section 16 hereof 15(c) shall at all times be effective and shall survive such termination. In any such case, case either the Representatives non-defaulting Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days days, in order that any changes that in the required changes, if any, opinion of counsel for the Company or counsel for the Underwriters may be necessary to the Registration Statement, each any Issuer Free Writing Prospectus, each the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.