Common use of Default Clause in Contracts

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If any one or more Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase and pay for any of the Securities which it Certificates agreed to be purchased by such Underwriter or they are obligated Underwriters pursuant to this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the “Defaulted Securities”)respective proportions which the aggregate face amount of Certificates specified to be purchased by each of them in Schedule I hereto bears to the aggregate face amount of Certificates to be purchased by all the remaining Underwriters) the Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, then however, that in the Representative event that the aggregate face amount of Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate face amount of Certificates to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right, but not the obligation within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon Certificates, and upon the terms herein set forth; provided, however, that if such nondefaulting Underwriters do not complete such arrangements shall not have been completed within such 24-24 hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall will terminate without liability on to any nondefaulting Underwriters or the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of any such termination, the provisions of Sections 5, 6 and 8 hereof shall remain in effect. In the event of a default which by any Underwriter as set forth in this Section 7 that does not result in a termination of this Agreement, orthe Closing Time shall be postponed for such period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiesexceeding seven days, as the case may be, either the Representative nondefaulting Underwriters or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or and the Final Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and to any person substituted nondefaulting Underwriters for an Underwriter under this Section 7damages occasioned by its default hereunder.

Default. 21.1 If one or any party (“the defaulting party”) commits a breach of this agreement and persists with such breach for more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date than 7 (SEVEN) days after being called upon in writing to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”)rectify same, then the Representative innocent party shall have the right, within 24 hours thereafter, be entitled (but not obligated) without prejudice to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters rights or remedies which it may have in law, including the right to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, thenclaim damages: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities 21.1.1 to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally cancel this agreement and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwritersclaim damages; or (ii) 21.1.2 to claim immediate performance and/or payment of all the defaulting party’s outstanding obligations in terms hereof and claim damages. 21.2 Upon cancellation by virtue of default, and should the defaulting party have been the Purchaser, the Seller shall be entitled to retain the deposit as reasonable pre-estimated damages in addition to the further rights set out in the breach paragraph above. 21.3 Upon cancellation by virtue of default, and should the defaulting party have been the Seller, the Seller shall pay to the Purchaser an amount equal to the deposit paid by the Purchaser and the Purchaser shall be entitled to retain this amount as reasonable pre-estimated damages in addition to the further rights set out in the breach paragraph above. 21.4 Should the defaulting party be the Purchaser, and should the Purchaser dispute the Seller’s right to cancel and remain in occupation of the unit after date of cancellation, the Purchaser shall continue to pay the occupational rental, the municipal charges and the levy and any other amounts as if the number agreement had not been cancelled. The Seller shall be entitled to claim and accept payment of Defaulted Securities exceeds 10% such amounts without prejudice to the Seller’s claim for cancellation and return of the number of Securities to be so purchased by all possession of the Underwriters apartment to the Seller. 21.5 Should a party (“the guilty party”) breach this agreement and the other party (“the innocent party”) elect not to exercise its right to cancel this agreement but instead to institute proceedings seeking an order that obligates the guilty party to perform in terms of this agreement, that election by the innocent party will not be final and will not prevent the innocent party from exercising its right to cancel this agreement at a later date based on the same instance of breach for which legal proceedings were instituted. 21.6 Notwithstanding the provisions of paragraph 21.1, neither party shall be entitled to cancel the agreement after 7 (SEVEN) days’ notice if the breach complained of is not reasonably capable of being remedied in the 7 (SEVEN) day period. In such date, this Agreement or, with respect an event the notice placing the defaulting party on terms to any Option Securities Settlement Date, perform shall only entitle the obligation cancellation of the Underwriters agreement if the period given to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, perform is reasonable in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7circumstances.

Default. If one or more Underwriters shall fail at the Time a party fails to perform any of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase its obligations under this Agreement and that failure continues for a period of ten (10) days after written notice to it, that defaulting party shall be deemed to be in default (an "Event of Default"). Upon the “Defaulted Securities”)occurrence of any Event of Default, then the Representative non-defaulting party shall have the right, within 24 hours thereafterat its option to: (1) terminate this Agreement by giving written notice to the defaulting party, which shall be effective as of the date given; (2) if a monetary default by Buyer, the Supplier shall have the additional rights to (a) foreclose its security interest by any available judicial procedure; or (b) lawfully take possession of the goods and merchandise, or such part thereof, as remains in Buyer’s possession, and any and all proceeds of such goods and merchandise as have been sold, wherever and in whatever form they may be, and for purposes of repossession, Supplier, or its representatives, may enter any premises without legal process, and Buyer hereby waives and releases Supplier of, and from, any and all claims in connection therewith or arising there from; Buyer agrees, upon demand of Supplier, to assemble the arising the Goods and make arrangements for one of them available to Supplier at a place reasonably convenient to both parties. Any parts, equipment or more accessories place upon or attached to any of the non-defaulting Underwriters or any other underwriters Goods shall become component parts thereof and shall inure to purchase all, but not less than all, the benefit of Supplier; and/or (c) accept the Goods in discharge of the Defaulted Securities obligations secured by this Agreement. Except in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if case where the number of Defaulted Securities does not exceed 10% Supplier accepts the Goods in discharge of the number of Securities to be so purchased obligations secured by all of this Agreement, Buyer shall remain liable for any deficiency between the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full unpaid amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, due under this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sellproceeds of such as sale or foreclosure. If any amount owing under this Agreement is not paid when due, such amount shall bear interest at the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on rate of eighteen (18%) percent per annum from the part due date until it is paid. The provisions of any non-defaulting Underwriter. No action taken pursuant to this Section 7 6 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a survive termination of this Agreement. 6.1 In any action or proceeding brought to enforce any provision of this Agreement, oror where any provision of this Agreement is validly asserted as a defense, the prevailing party shall be entitled to recover reasonable attorneys' fees from the non-prevailing party, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters addition to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7available remedy.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 ‎7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7‎7.

Default. If one Seller fails to make delivery of the Materials, in accordance with the delivery dates specified in this Purchase Order, fails to perform any of the requirements or more Underwriters to perform any of the other provisions of this Purchase Order, or fails to make progress so as to endanger performance of this Purchase Order in accordance with its terms and does not cure such latter failure within ten (10) days after notice from the Buyer, Buyer may (in addition to any other right or remedy provided by this Purchase Order or by law) terminate all or any part of this Purchase Order by written notice to Seller without liability and purchase substitute goods elsewhere, and Seller shall fail be liable to Buyer for any excess cost occasioned Buyer thereby. Seller shall continue performance of this Purchase Order to the extent not terminated pursuant to this Clause 21(b). Except with respect to defaults of subcontractors at any tier, Seller shall not be liable to Buyer for any excess costs if the Time failure to perform this Purchase Order arises out of causes beyond the control and without the fault or negligence of the Seller. If the failure to perform is caused by the default of a subcontractor at any tier, and if such default arises out of causes beyond the control of both the Seller and subcontractor, and without the fault or negligence of either of them, the Seller shall not be liable for any excess costs for failure to perform to Buyer, unless the Materials to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Seller to meet the requirements of this Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under Order. If this Agreement (the “Defaulted Securities”Purchase Order is terminated as provided in this Clause 21(b), then the Representative shall have the rightBuyer, within 24 hours thereafter, in addition to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters rights provided herein, may require the Seller to purchase all, but not less than all, of transfer title and deliver to the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: Buyer: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such dateany completed Materials, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if such partially completed Materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights as the number Seller has specifically produced or specifically acquired for performance of Defaulted Securities exceeds 10% this Purchase Order. If, after notice of the number termination of Securities this Purchase Order "with cause," it is determined that the failure to be so purchased by all perform is due to causes totally beyond the control and totally without the fault or negligence of the Underwriters on Seller, such date, this Agreement or, with respect notice of default shall be deemed to any Option Securities Settlement Date, the obligation of the Underwriters have been issued pursuant to purchaseClause 21(a) hereof, and the Company to sell, the Option Securities to be purchased rights and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination obligations of the obligation parties hereto shall be governed by Clause 21(a). The rights and remedies of the Underwriters Buyer in this Clause are in addition to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents rights and remedies provided by law or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Purchase Order.

Default. If one 1. In the event the Exchange Member Customer’s membership on the relevant exchange is suspended or more Underwriters terminated or the Exchange Member Customer is in any other way disabled from trading on the relevant exchange, the Exchange Member Customer shall fail at immediately notify SFP in writing of such event. Upon the Time occurrence of Purchase any of such events, SFP shall be entitled, by oral or an Option Securities Settlement Date written notice to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafterExchange Member Customer, to make arrangements for do one of or more of the non-defaulting Underwriters following in SFP’s absolute discretion: (a) terminate this Clearing Agreement, the Customer Agreement, or both; (b) require the Exchange Member Customer to immediately repay or deliver all monies and property under the Exchange Member Customer’s account(s) with SFP whereon such repayments and deliveries shall immediately become due, owing, payable and deliverable, including but not limited to, commodities borrowed or deliverable, interest thereon, commission and other fees or costs payable to the Exchange Member Customer; (c) require the Exchange Member Customer to immediately satisfy and perform any and all other liabilities and obligations in respect of the Exchange Member Customer’s account(s) with SFP; and (d) liquidate all Exchange Transactions in the Exchange Member Customer’s account(s) with SFP (with all resulting losses therefrom being borne solely by the Exchange Member Customer). 2. Without prejudice to any provision in this Clearing Agreement, SFP may at any time without prior notice to the Exchange Member Customer, and without assigning any reason whatsoever and in SFP’s absolute discretion, terminate SFP’s provision of clearing arrangements hereunder in accordance with the rules of the relevant exchange or clearing house and SFP shall be entitled, by oral or written notice to the Exchange Member Customer, to do one or more of the following in SFP’s absolute discretion: (a) terminate this Clearing Agreement, the Customer Agreement, or both; (b) require the Exchange Member Customer to immediately repay or deliver all monies and property due under the Customer’s Account(s) with SFP whereon such repayments and deliveries shall immediately become due, owing, payable and deliverable, including but not limited to, commodities borrowed or deliverable, interest thereon, commission and other fees or costs payable by SFP; (c) require the Exchange Member Customer to immediately satisfy and perform any and all liabilities and obligations in respect of the Exchange Member Customer’s account(s) with SFP; and (d) liquidate all Exchange Transactions in the Exchange Member Customer’s account(s) with SFP (with all resulting losses therefrom being borne solely by the Exchange Member Customer). 3. Upon the termination of this Clearing Agreement, the Customer Agreement or the termination of SFP’s qualification of the Exchange Member Customer or provision of clearing arrangements to the Exchange Member Customer hereunder for whatsoever reason, either SFP or the Exchange Member Customer shall inform the relevant exchange or clearing house (as required) accordingly. 4. In the event of: (a) the Exchange Member Customer’s failing to make any delivery or payment or to satisfy or perform any other liabilities or obligations due to SFP on demand by SFP; (b) the Exchange Member Customer’s failing to liquidate all Exchange Transactions upon the termination of this Clearing Agreement and/or the Customer Agreement or SFP’s qualification of the Exchange Member Customer or provision of clearing arrangement to the Exchange Member Customer hereunder; (c) the Exchange Member Customer’s failing to meet any margin requirement or any other underwriters to purchase all, obligation under this Clearing Agreement or the Customer Agreement; or (d) SFP deeming it desirable for SFP or the Exchange Member Customer’s protection including but not less than alllimited to an instance where any proceedings for the Exchange Member Customer’s winding up or liquidation or for the appointment of a receiver or judicial manager against the Exchange Member Customer or over the Exchange Member Customer’s assets is commenced, or an attachment is levied against the Exchange Member Customer’s account(s) or any of the Defaulted Securities Exchange Member Customer’s properties; then without prejudice to SFP’s other rights and remedies (including but not limited to those set out in such amounts as Clause 1.17 of the Customer Agreement), SFP may be agreed upon in its absolute discretion and upon without notice to the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, thenExchange Member Customer: (i) if liquidate any or all the number of Defaulted Securities does not exceed 10% of Exchange Member Customer’s Exchange Transactions (with all resulting losses therefrom being borne solely by the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; orExchange Member Customer); (ii) if the number of Defaulted Securities exceeds 10% hedge and/or offset all or any of the number of Securities Exchange Member Customer’s Exchange Transactions at the Exchange Member Customer’s sole risk; (iii) take and convert any deposits which the Exchange Member Customer may have with SFP; (iv) call upon any security which may have been issued to be so purchased by SFP to secure the Exchange Member Customer’s Account(s); (v) combine, consolidate and set-off all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to Exchange Member Customer’s Account(s); and (vi) sell, dispose or realise in any manner SFP deems fit anything including all property belonging to or deposited by the Option Securities Exchange Member Customer and in SFP’s possession or control or held by SFP and apply the proceeds thereof to extinguish or diminish the Exchange Member Customer’s obligations towards SFP including the payment of interest, commission and other costs and expenses. 5. Any action referred to in this Clause A.6.1.8 may be purchased taken without demand for margin or additional margin, notice of sale or purchase or other notice and sold any such actions including sales or purchases may be made at SFP’s discretion on any exchange or market where such Option Securities Settlement Date shall terminate without liability on business is then usually transacted. 6. The Exchange Member Customer hereby undertakes to repay upon demand any deficiency thereafter remaining in the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultExchange Member Customer’s Account(s) with SFP. In the event of that SFP shall in its discretion decide not to take any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters action referred to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Clause A.6.

Default. (a) If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 7(a) shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may bePurchase, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 77(a).

Default. If any one or more Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase and pay for any of the Securities which it Class B Certificates agreed to be purchased by such Underwriter or they are obligated Underwriters pursuant to this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the “Defaulted Securities”)respective proportions which the aggregate face amount of Class B Certificates specified to be purchased by each of them in Schedule I hereto bears to the aggregate face amount of Class B Certificates to be purchased by all the remaining Underwriters) the Class B Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, then however, that in the Representative event that the aggregate face amount of Class B Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate face amount of Class B Certificates to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right, but not the obligation within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon Class B Certificates, and upon the terms herein set forth; provided, however, that if such nondefaulting Underwriters do not complete such arrangements shall not have been completed within such 24-24 hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall will terminate without liability on to any nondefaulting Underwriters or the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of any such termination, the provisions of Sections 5, 6 and 8 hereof shall remain in effect. In the event of a default which by any Underwriter as set forth in this Section 7 that does not result in a termination of this Agreement, orthe Closing Time shall be postponed for such period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiesexceeding seven days, as the case may be, either the Representative nondefaulting Underwriters or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or and the Final Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and to any person substituted nondefaulting Underwriters for an Underwriter under this Section 7damages occasioned by its default hereunder.

Default. If one or more Underwriters (a) Notwithstanding anything to the contrary contained in this Agreement, the occurrence of the following events shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under constitute a default under, and a breach of, this Agreement (the a “Defaulted SecuritiesDefault”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then:): (i) any failure to make a Quarterly Payment, a Cash True-Up Payment or Accrued Amount when due and payable (except any such amount subject to a Financial Covenant Deferral or a Default Deferral); (ii) any material breach of this Agreement that is not curable or, if curable, is not cured within thirty (30) days of written notice thereof; (iii) the number failure by Homes or any of Defaulted Securities does not exceed 10% its Restricted Subsidiaries to make any payment when due (after giving effect to any applicable grace period) under any Material Indebtedness; or (iv) any default in the performance of any agreement or condition contained in the number Principal Credit Agreement, or any other event or condition, the effect of Securities which default or other event or condition is to cause, or to permit the creditors under the Principal Credit Agreement to cause, the indebtedness under the Principal Credit Agreement to become due prior to its stated maturity or to be so purchased by all required to be repurchased, prepaid, redeemed or deferred prior to its stated maturity; provided, that, (A) in the case of clause (iv) above, any such Default shall be deemed to have occurred only if (x) sixty (60) calendar days have passed since the Underwriters first date on which a Default would otherwise have been deemed to occur thereunder (such date, the non-defaulting Underwriters shall be obligated, severally “Default Date”) and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears (y) thirty (30) calendar days have passed since Indemnitee provides written notice (an “Indemnity Default Notice”) of such default to the purchase obligations Senior Agent (and each Financial Representative for any other Senior Indebtedness having commitments or an outstanding principal amount of all non-defaulting Underwriters; or (ii) if at least $25,000,000), which such Indemnity Default Notice may be delivered on or after the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Default Date, the obligation of the Underwriters to purchase, and the Company to sellduring such sixty (60) calendar day and thirty (30) calendar day periods, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on relevant creditors under the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any Principal Credit Agreement have not waived such default which does not result in a termination of this Agreement, or, and (B) in the case of an Option Securities Settlement Dateclauses (i), which does not result in a termination of the obligation of the Underwriters (ii) and (iii) above, any such Default shall be deemed to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven occurred only if thirty (730) days in order have passed since Indemnitee provides an Indemnity Default Notice to effect the Senior Agent (and each Financial Representative for any required changes in the Registration Statementother Senior Indebtedness having commitments or outstanding principal amount of at least $25,000,000) and during such thirty (30) calendar day period, the Disclosure Package or the Prospectus or Indemnitee has not waived such default. (b) Promptly, and in any other documents event within five (5) Business Days, upon obtaining knowledge of any Default, Indemnitor shall deliver notice of such Default to Indemnitee in accordance with Section 4.8, specifying the nature of such Default and what actions Indemnitor has taken, is taking or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7proposes to take with respect thereto.

Default. (a) If one or more Underwriters any Underwriter shall fail at the Time of Purchase or an Option Securities Settlement Date default in its obligation to purchase the Securities Certificates which it or they are obligated has agreed to purchase under this Agreement (hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Certificates on the “Defaulted Securities”)terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Certificates, then the Representative Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Certificates on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Certificates, or the Company notifies you that it has so arranged for the purchase of such Certificates, you or the Company shall have the rightright to postpone the Closing Date for a period of not more than seven days, within 24 hours thereafterin order to effect whatever changes may thereby be made necessary in the Prospectus, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments to the Prospectus which in your reasonable opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Certificates. (b) If, after giving effect to any arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Certificates which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Certificates, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Certificates which such Underwriter agreed to purchase hereunder and, in addition, to make require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Certificates which such Underwriter agreed to purchase hereunder) of the Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for one of or more the purchase of the Certificates of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Certificates which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Certificates, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters or any other underwriters to purchase allCertificates of a defaulting Underwriter or Underwriters, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement orshall thereupon terminate, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant Underwriter or the Company, except for the expenses to this be borne by the Company and the Underwriters as provided in Section 5 hereof and the indemnity and contribution agreements in Section 7 hereof; but nothing herein shall relieve any a defaulting Underwriter from liability in respect of for its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more Underwriters shall fail at the Time a party fails to perform any of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase its obligations under this Agreement and that failure continues for a period of ten (10) days after written notice to it, that defaulting party shall be deemed to be in default (an "Event of Default"). Upon the “Defaulted Securities”)occurrence of any Event of Default, then the Representative non-defaulting party shall have the right, within 24 hours thereafterat its option to: (1) terminate this Agreement by giving written notice to the defaulting party, which shall be effective as of the date given; (2) if a monetary default by Buyer, the Supplier shall have the additional rights to (a) foreclose its security interest by any available judicial procedure; or (b) lawfully take possession of the goods and merchandise, or such part thereof, as remains in Buyer’s possession, and any and all proceeds of such goods and merchandise as have been sold, wherever and in whatever form they may be, and for purposes of repossession, Supplier, or its representatives, may enter any premises without legal process, and Buyer hereby waives and releases Supplier of, and from, any and all claims in connection therewith or arising there from; ▇▇▇▇▇ agrees, upon demand of Supplier, to assemble the arising the Goods and make arrangements for one of them available to Supplier at a place reasonably convenient to both parties. Any parts, equipment or more accessories place upon or attached to any of the non-defaulting Underwriters or any other underwriters Goods shall become component parts thereof and shall inure to purchase all, but not less than all, the benefit of Supplier; and/or (c) accept the Goods in discharge of the Defaulted Securities obligations secured by this Agreement. Except in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if case where the number of Defaulted Securities does not exceed 10% Supplier accepts the Goods in discharge of the number of Securities to be so purchased obligations secured by all of this Agreement, Buyer shall remain liable for any deficiency between the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full unpaid amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, due under this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sellproceeds of such as sale or foreclosure. If any amount owing under this Agreement is not paid when due, such amount shall bear interest at the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on rate of eighteen (18%) percent per annum from the part due date until it is paid. The provisions of any non-defaulting Underwriter. No action taken pursuant to this Section 7 6 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a survive termination of this Agreement. 6.1 In any action or proceeding brought to enforce any provision of this Agreement, oror where any provision of this Agreement is validly asserted as a defense, the prevailing party shall be entitled to recover reasonable attorneys' fees from the non-prevailing party, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters addition to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7available remedy.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Initial Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representative shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of the Initial Underwritten Securities to be so purchased by all of pursuant to the Underwriters on such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations thereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Initial Underwritten Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the Terms Agreement shall terminate without any liability on the part of any non-defaulting UnderwriterUnderwriters or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (i) A. if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement (including this Agreement as incorporated by reference therein) bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , unless otherwise agreed, or (ii) B. if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, such Terms Agreement (including this Agreement as incorporated by reference therein) shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under the applicable Terms Agreement or this Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative Representatives or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (i) A. if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement (including this Agreement as incorporated by reference therein) bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , unless otherwise agreed, or (ii) B. if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, such Terms Agreement (including this Agreement as incorporated by reference therein) shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under the applicable Terms Agreement or this Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative Representatives or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-24 hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, ; severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may bebe , for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more Underwriters shall fail at Except as otherwise provided in this Agreement, if following the Time delivery of Purchase or an Option Securities Settlement Date a drawdown notice, a Unitholder fails to purchase fund a required capital commitment by the Securities which it or they are obligated to purchase under this Agreement applicable Capital Call Deadline and such failure remains uncured through the tenth calendar day following the applicable Capital Call Deadline (such tenth day, the “Defaulted SecuritiesLast Funding Date”), then such Unitholder shall be delinquent in its obligations. Any payments made by such Unitholder after the Representative applicable Last Funding Date (or any payments made prior to the Last Funding Date in amounts less than such Unitholder’s required capital commitment) will not be accepted by the Company, and such Unitholder, other than a Defaulting Unitholder (as defined below) will be required to fund such capital commitment together with any new required capital commitment, in respect of the next applicable Capital Call Deadline. A Unitholder shall have be deemed to be delinquent as to a Capital Call Deadline if it has failed to fund the rightrequired capital commitment for that Capital Call Deadline or if the Unitholder has any outstanding obligations in respect of a prior Capital Call Deadline, within 24 hours thereafter, which remain unsatisfied as of such Last Funding Date. Any Unitholder making a Commitment or increasing its Commitment on a Subsequent Closing Date that fails to make arrangements required purchases in accordance with 3.3.2 shall also be delinquent in its obligations for one purposes of or more of the non-defaulting Underwriters or this 6. 2.1. If a Unitholder is delinquent upon three occasions at any other underwriters to purchase all, but not less than all, of the Defaulted Securities in point (such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall occasions do not have been completed within to be consecutive), such 24-hour periodUnitholder (any such Unitholder, thena “Defaulting Unitholder”) will be in default of its obligations to the Company and the following remedies shall be imposed on such Defaulting Unitholder: (a) it will be prohibited from purchasing additional Common Units on any future Drawdown Date (and common units in the Parallel Feeder and the Master Fund); (b) it will forfeit twenty-five percent (25%) of its Common Units, and such Common Units will be cancelled; and (c) the Company may pursue any other remedies against the Defaulting Unitholder available to the Company, subject to applicable law. In addition, the Company may, in the Company’s sole discretion, (i) if charge the number of Defaulted Securities does not exceed 10% Defaulting Unitholder with the expenses and losses incurred by the Company due to the default of the number Defaulting Unitholder (with such expenses and losses charged by transferring Units of Securities to be so purchased by all such Defaulting Unitholder on the books of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting UnderwritersCompany); or and/or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, take other actions with respect to any Option Securities Settlement DateDefaulting Unitholders, including without limitation borrowing funds to cover defaulted capital calls, at a rate established with a third-party lender or using the obligation Company’s internal capital at a rate of eight percent (8%) per annum, and causing the Defaulting Unitholder to bear the interest and other costs associated with such borrowing. None of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date remedies discussed above shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination reduction of this Agreement, or, in a Defaulting Unitholder’s Commitment or the case of an Option Securities Settlement Date, which does not result in a termination total Commitments of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Company.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives (acting jointly) or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representative such of you as are named therein shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-non defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-such non- defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the applicable Terms Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one Each of the following events shall constitute an "Event of Default" hereunder: (a) if the value of the Collateral (hereinafter defined) as determined by the average closing price for thirty (30) consecutive days is less than 102% of the principal amount of the Note; (b) Maker makes an assignment for the benefit of creditors, or more Underwriters files a voluntary petition in bankruptcy, receivership or insolvency, or files an answer in any involuntary proceedings of that nature admitting the material allegations of the petition, or if a proceeding or bankruptcy, receivership or insolvency, shall fail at the Time of Purchase be instituted against Maker and such proceeding shall not be dismissed within sixty (60) days, or an Option Securities Settlement Date if a trustee or receiver shall be appointed for Maker and such proceeding shall not be dismissed or such trustee or receiver shall not be discharged within sixty (60) days (collectively subsections (a) and (b) referred to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”herein as a "Default"), then a Default shall exist hereunder, and any sums advanced hereunder, together will all unpaid interest accrued thereon, shall, at the Representative shall have the rightoption of Holder, within 24 hours thereafterwithout further notice, to make arrangements for one of or more at once shall, become due and payable and may be collected immediately, regardless of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears stipulated Maturity Date. Notwithstanding anything to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such datecontrary set forth in this Note, Holder hereby agrees that Holder will not exercise its remedies under this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability Note in respect of its default. In the event of any such a default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination under Section 2(a) unless and until all obligations and liabilities of the obligation "Sellers" set forth in Section 6(d) of the Underwriters to purchase Stock Purchase Agreement dated December 31, 1999, between Maker, "Buyer" therein and Holder and Lahaina Acquisitions, Inc., "Sellers" therein, have been paid and satisfied in full and under no circumstances shall Holder sell more than eighty percent (80%) of the Company to sell shares pledged under the relevant Option Securities, Pledge Agreement (as defined below) within the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven first ninety (790) days in order to effect any required changes in after the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7date hereof.

Default. If one or more Underwriters shall fail at (a) In the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement event any Member (the “Defaulted SecuritiesNon-Contributing Member”) fails to pay in full, on or before the applicable Contribution Date, any Additional Contribution required to be made by it (an “Unfunded Additional Contribution”), then any Member that has timely made its Additional Contribution in full (a “Contributing Member”) may elect to (i) loan to the Representative Company an amount equal to all or any portion of the Unfunded Additional Contribution (an “Additional Contribution Loan”), (ii) make an additional Capital Contribution in an amount equal to all or any portion of the Unfunded Additional Contribution (an “Excess Additional Contribution”) by (x) delivering written notice to the Company within five (5) Business Days following the Contribution Date and (y) paying such Additional Contribution Loan amount or Excess Additional Contribution amount to the Company within ten (10) Business Days following the Contribution Date or (iii) in the event that the Contributing Members do not elect to loan or fund any portion of the Unfunded Additional Contribution pursuant to clause (i) or (ii) of this Section 6.03(a), cause the Company to use its commercially reasonable efforts to sell New Interests in accordance with Section 6.03(e) in an amount equal to all or any portion of the Unfunded Additional Contribution; provided, however, for the avoidance of doubt, the Contributing Member shall have not be entitled to (x) make any Additional Contribution Loan or Excess Additional Contribution, individually or collectively, in an amount that exceeds such Unfunded Additional Contribution, or (y) cause the right, within 24 hours thereafter, Company sell New Interests in an amount that exceeds such Unfunded Additional Contribution. (b) If any Contributing Member elects to make arrangements for one an Additional Contribution Loan, such Additional Contribution Loan shall bear interest at the Default Rate, compounded weekly. All principal and accrued interest on outstanding Additional Contribution Loans shall be repaid by the Company in advance of or more any distributions to the Members. No approval of the non-defaulting Underwriters Board or of any other underwriters Directors shall be required for an Additional Contribution Loan. (c) In the event that the Contributing Member elects to purchase allmake an Excess Additional Contribution, but not less than all, then effective as of the Defaulted Securities Contribution Date: (i) The Gross Asset Value of all Company assets, and consequently the Capital Accounts of all Members, shall be adjusted pursuant to subparagraph (b) of the definition of Gross Asset Value herein (disregarding the proviso thereto) to reflect any unrealized gain or unrealized loss attributable to such Company assets, as if such unrealized gain or unrealized loss had been recognized on an actual sale of such assets immediately prior to such adjustment and had been allocated to the Members at such time pursuant to Section 7.02; (ii) Following application of Section 6.03(c)(i), the Ownership Percentage of each Member shall be automatically adjusted as of such date to equal the percentage obtained by dividing (A) the Capital Account of such Member (after giving effect to Section 6.03(c)(i) and any such Additional Contributions and Excess Additional Contributions made by such Member) by (B) the aggregate Capital Accounts of all Members (in each case, after giving effect to Section 6.03(c)(i) and all such amounts as may be agreed upon Additional Contributions and upon Excess Additional Contributions made by the terms herein set forthMembers); provided, however, that if for purposes of the foregoing, except in the case of Ordinary Course Contributions (and Excess Additional Contributions in respect thereof), the amount of any such arrangements Additional Contributions and Excess Additional Contributions shall not have been completed within such 24-hour period, then:be deemed to be two hundred and fifty percent (250%) of the actual amount thereof; and (iiii) if The Company shall amend Exhibit A hereto to reflect the number foregoing adjustments, and all future allocations of Defaulted Securities does not exceed 10% Profits and Losses and distributions from the Company will be made based on the Members’ Ownership Percentages as adjusted pursuant to the foregoing, until further adjusted in accordance with this Agreement. (d) The provisions of this Section 6.03 shall constitute the sole rights, obligations, liabilities and remedies of the number of Securities to be so purchased by all of Company and the Underwriters on such dateMembers, including the nonNon-defaulting Underwriters shall be obligated, severally Contributing Members and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement orContributing Members, with respect to any Option Securities Settlement Date, the obligation of the Underwriters failure by a Member to purchase, make an Additional Contribution as and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. when required. (e) In the event that the Contributing Members do not elect to loan or fund the full amount of the Unfunded Additional Contribution in accordance with Section 6.03(a), the Company (acting at the direction of the Contributing Members) shall use commercially reasonable efforts to sell New Interests of any class or series (with such default which does not result in a termination of this Agreement, or, in features as the case of Contributing Members may determine) as soon as reasonably practicable (but subject to Section 6.04) at an Option Securities Settlement Date, which does not result in a termination issue price that implies no less than 95% of the obligation Company’s Fair Market Value as determined by an independent nationally recognized investment bank or valuation or appraisal firm unless the Board determines not to pursue a sale of such New Interests in accordance with Section 8.04(b) within twenty (20) Business Days following the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Contribution Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (i) A. if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement (including this Agreement as incorporated by reference therein) bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , unless otherwise agreed, or (ii) B. if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, such Terms Agreement (including this Agreement as incorporated by reference therein) shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under the applicable Terms Agreement or this Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section 10 which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative Representatives or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date any Additional Time of Purchase to purchase the Securities Shares which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesShares”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities Shares does not exceed 10% of the number of Securities Shares to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities Shares exceeds 10% of the number of Securities Shares to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateAdditional Time of Purchase subsequent to the Time of Purchase, the obligation of the several Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date Additional Shares shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datewith respect to Additional Shares, which does not result in a termination of the obligation of the several Underwriters to purchase purchase, and the Company to sell the relevant Option Securitiessell, as the case may besuch Additional Shares, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Dateapplicable Additional Time of Purchase, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the Terms Agreement (the “"Defaulted Securities”"), then the Representative you shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour period, arrangements for the purchase of all the Defaulted Securities then: (ia) if the number aggregate amount of Defaulted Securities does not exceed 10% of the number aggregate amount of the Securities to be so purchased by all of pursuant to the Underwriters on such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date pursuant to the Terms Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. As used in this Section only, the "aggregate amount" of Securities shall mean the aggregate principal amount of any Senior Debt Securities plus the public offering price of any Warrants. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Immediate Delivery Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 710.

Default. (a) If one or more Underwriters any Underwriter shall fail at the Time of Purchase or an Option Securities Settlement Date default in its obligation to purchase the Securities which it or they are obligated has agreed to purchase under this Agreement (hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties reasonably satisfactory to the “Defaulted Company to purchase such Securities on the terms contained herein. If within 36 hours after such default by any Underwriter you do not arrange for the purchase of such Securities”), then the Representative Company shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the rightright to postpone a Time of Delivery for a period of not more than seven days, within 24 hours thereafterin order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Securities to be purchased at the Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to make require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for one of or more the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Securities to be purchased at the Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters or any other underwriters to purchase allSecurities of a defaulting Underwriter or Underwriters, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement orshall thereupon terminate, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant Underwriter or the Company, except for the expenses to this be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve any a defaulting Underwriter from liability in respect of for its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Immediate Delivery Offered Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, this the applicable Terms Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, the applicable Terms Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 710.

Default. (a) If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 ‎7(a) shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may bePurchase, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7‎7(a).

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representative you shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters nondefaulting Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the applicable Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters participating in an offering of Trust Preferred Securities shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Trust Preferred Securities which it or they are obligated to purchase under this Agreement hereunder (the “Defaulted Trust Preferred Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Trust Preferred Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representative shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Trust Preferred Securities, then: (i1) if the aggregate number of Defaulted Trust Preferred Securities does not exceed 10% of the aggregate number of the Trust Preferred Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations thereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (ii2) if the aggregate number of Defaulted Trust Preferred Securities exceeds 10% of the aggregate number of the Trust Preferred Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Trust Preferred Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate terminate, without any liability on the part of any non-non defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Trust Preferred Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. 13.1 If one or more Underwriters shall fail at either of Us considers that the Time other is in default of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase its obligations under this Agreement (the “Defaulted Securities”)or an SDO, then the Representative shall have default and a reasonable time-span within which it must be put right must be notified in writing to whichever of Us is considered to be at fault. 13.2 Where the right, default is not put right within 24 hours thereafter, the specified time then it may be referred to make arrangements for one the dispute resolution procedure contained in clause 12 of this Agreement or more the termination procedures contained in clauses 14 and 15 of this Agreement. 14 Termination of the non-defaulting Underwriters or Agreement 14.1 You will notify Us without delay if You cannot meet your commitments under this Agreement for a temporary period. In this circumstance and without prejudice to the continuation of this Agreement, We may help You to ensure the continuity of the Service. 14.2 This Agreement may be ended at any time by either of Us giving to the other underwriters to purchase all, but not less than all, 6 months prior notice in writing to expire at any time. 14.3 We may terminate this Agreement without notice and recover from You the amount of any loss resulting from the termination if You: (a) Are in Serious Breach of this Agreement; (b) Are in Continuing Breach of this Agreement; (c) Are convicted of an offence under the provisions of the Defaulted Securities Care Standards Act 2000 and regulations thereto and any subsequent amendments; (d) Cease to hold appropriate registration under the Care Standards Act 2000; (e) Become bankrupt or are the subject of any application or arrangement under the provisions of the Insolvency Act 1986 (as amended by the Enterprise Act 2002); (f) Have a winding-up order made (except for the purposes of amalgamation or reconstruction) or a resolution of a voluntary winding-up is made; (g) Have a provisional liquidator, receiver or manager of your business or undertaking duly appointed; (h) Have an administrative receiver as defined in such amounts the Insolvency Act 1986 (as may be agreed upon and upon amended by the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then:Enterprise Act 2002) appointed; (i) if Are in circumstances which entitle the number court or a creditor to appoint, or have appointed, a receiver, a manager or an administrative receiver, or which entitle the court to make a winding-up order; (j) Take financial advantage of Defaulted Securities does not exceed 10% a Service User or inappropriately solicit money from his or her representative or Third Party; (k) Offer any inappropriate inducements or exert pressure on a potential Service User or his or her representative or Third Party to encourage a choice of the number your Service; (l) Offer, give or agree to give any gift or consideration of Securities any kind to be so purchased by all any of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, our Officers or elected Members in order to purchase the full amount thereof gain an advantage in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination performance of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.;

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the Time of Purchase applicable Closing Date or an Option Securities Settlement Date Closing Date, as the case may be, to purchase the Securities which it or they are obligated to purchase at such time under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative such of you as are named therein shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, and if the Company shall not have completed arrangements for the purchase of all, but not less than all, of the Defaulted Securities by other underwriters satisfactory to such of you as are named in the applicable Terms Agreement, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Firm Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement bear to the purchase obligations aggregate principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters; or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Firm Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company except, in each case, as provided in Sections 7 and 8 hereof. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability to the Company or any non-defaulting Underwriter for damages in respect of its defaultany default of such Underwriter hereunder and the applicable Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, Section which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative you or the Company shall have the right to postpone the Time of Purchase applicable Closing Date or the relevant Option Securities Settlement Closing Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters participating in an offering of Shares shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Securities Shares which it or they are obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesShares”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representative shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Shares, then: (i1) if the aggregate number of Defaulted Securities Shares does not exceed 10% of the aggregate number of Securities the Shares to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations thereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (ii2) if the aggregate number of Defaulted Securities Shares exceeds 10% of the aggregate number of Securities the Shares to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities Shares to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate terminate, without any liability on the part of any non-non defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SecuritiesShares, as the case may be, either the Representative or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase purchase, and the Company to sell sell, the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the Time of Purchase applicable Closing Date or an Option Securities Settlement Date Closing Date, as the case may be, to purchase the Securities which it or they are obligated to purchase at such time under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative such of you as are named therein shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, and if the Company shall not have completed arrangements for the purchase of all, but not less than all, of the Defaulted Securities by other underwriters satisfactory to such of you as are named in the applicable Terms Agreement, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Firm Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement bear to the purchase obligations aggregate principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters; or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Firm Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company except, in each case, as provided in Sections 7 and 8 hereof. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability to the Company or any non-defaulting Underwriter for damages in respect of its defaultany default of such Underwriter hereunder and the applicable Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, Section which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative you or the Company shall have the right to postpone the Time of Purchase applicable Closing Date or the relevant Option Securities Settlement Closing Date, as the case may be, for a period of not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (i) A. if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement (including this Agreement as incorporated by reference therein) bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , unless otherwise agreed, or (ii) B. if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, such Terms Agreement (including this Agreement as incorporated by reference therein) shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Issuer. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under the applicable Terms Agreement or this Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section 10 which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative Representatives or the Issuer or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at Pledgor defaults in the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more payment of the non-defaulting Underwriters principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other underwriters event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to purchase allvote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of the State of Florida or otherwise available to the Company under applicable law. Without limiting the foregoing, but the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than allten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Defaulted Securities Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in such amounts as may full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be agreed upon paid to Pledgor and upon Pledgor shall be entitled to the terms herein set forth; provided, however, that if such arrangements return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for an amount not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not to exceed 1025% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally outstanding principal and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10100% of the number accrued interest on the Note for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of Securities to be so purchased any attorneys employed by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on collect such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7deficiency.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Immediate Delivery Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall 38 42 have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 710.

Default. If any one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement applicable Closing Date to purchase and pay for any of the Securities which it Shares agreed to be purchased by such Underwriter or they are obligated Underwriters pursuant to this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement Agreement, the remaining Underwriters shall be obligated severally, and not jointly, to take up and pay for (in the “Defaulted Securities”)respective proportions which the aggregate number of Shares specified to be purchased by each of them in Schedule I hereto bears to the aggregate number of Shares to be purchased by all the remaining Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, then however, that in the Representative event that the aggregate number of Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Shares to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right, right within 24 36 hours thereafter, to make arrangements for one of or more to purchase all, but shall not be under any obligation to purchase any, of the Shares, and if such non-defaulting Underwriters do not purchase all the Shares, this Agreement will terminate without liability to any non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of any such termination, the provisions of Sections 5, 6 and 8 hereof shall remain in effect. In the event of a default which by any Underwriter as set forth in this Section 7 that does not result in a termination of this Agreement, orthe applicable Closing Date shall be postponed for such period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiesexceeding seven days, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or and the Final Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and to any person substituted non-defaulting Underwriter for an Underwriter under this Section 7damages occasioned by its default hereunder.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section ‎Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase purchase, and the Company to sell sell, the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section ‎Section 7.

Default. If one or more of the Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the Terms Agreement (the “Defaulted Securities”), then the Representative you shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour period, arrangements for the purchase of all the Defaulted Securities then: (ia) if the number aggregate amount of Defaulted Securities does not exceed 10% of the number aggregate amount of the Securities to be so purchased by all of pursuant to the Underwriters on such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date pursuant to the Terms Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. As used in this Section only, the “aggregate amount” of Securities shall mean the aggregate principal amount of any Senior Debt Securities plus the public offering price of any Warrants. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, Statement and the Disclosure Package or the Final Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. 15.1 If one or more Underwriters shall fail at of the Time Managers defaults in the performance of Purchase or an Option Securities Settlement its obligations on a Closing Date to purchase the Securities which it or they are obligated to purchase Firm Shares under this Agreement (the “Defaulted SecuritiesShares”), then the Representative Joint Global Coordinators shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one of or more of the nonother Managers (each a “Non-defaulting Underwriters or any other underwriters Defaulting Manager”) to procure purchasers for or, failing which, to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as the Joint Global Coordinators may be agreed determine, upon and upon subject to the terms herein set forth; provided, however, that if out in this Agreement. If the Joint Global Coordinators have not completed such arrangements shall not have been completed within such 24-hour (or other agreed) period, then: (i) 15.1.1 if the number of Defaulted Securities Shares does not exceed 10% 10 per cent. of the aggregate number of Securities Firm Shares to be so purchased by all of the Underwriters on such date, each of the nonNon-defaulting Underwriters Defaulting Managers shall be obligatedobliged, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all nonNon-defaulting UnderwritersDefaulting Managers, provided that in no event shall the number of Firm Shares (or, as the case may be, Option Shares) that any Non-Defaulting Manager has agreed to purchase on such Closing Date be increased pursuant to this Clause 15 by an amount in excess of one-ninth of such number of Firm Shares (or, as the case may be, Option Shares) without the written consent of such Non-Defaulting Manager; or (ii) 15.1.2 if the number of Defaulted Securities Shares exceeds 10% 10 per cent. of the aggregate number of Securities Firm Shares to be so purchased by all of the Underwriters on such date, unless notice to the contrary in writing is given to the Company and the Selling Shareholder prior to the expiry of such 24-hour period, this Agreement or, with shall terminate (in the case of default in respect to any of Option Securities Settlement Date, the obligation Shares being by way of a termination of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on Managers’ obligations in respect of such Option Securities Settlement Date shall terminate Shares pursuant to Clause 3.3) without liability on the part of any nonNon-defaulting Underwriter. No Defaulting Manager. 15.2 Neither termination nor any other action taken pursuant to this Section 7 Clause 15 shall relieve any defaulting Underwriter Manager from liability in respect of its default. . 15.3 In the event of any such default which does not result in a the termination of this Agreement, orthe Joint Global Coordinators, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase Company and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company Selling Shareholder shall have the right (without obligation) to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, Closing Date for a period not exceeding seven (7) days Business Days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. (a) If one or more Underwriters shall fail the Seller defaults hereunder and fails to cure same within ten (10) days after receiving notice from Purchaser of said default, then, (A) at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under Purchaser’s option: (i) Purchaser may terminate this Agreement and the entire Deposit shall be returned, in full, to Purchaser, or (the “Defaulted Securities”), then the Representative ii) Purchaser shall have the rightright to bring an action against Seller for specific performance, including the right to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement; and (B) Purchaser shall have the right to bring an action against Seller for damages and for any other remedy available at law or in equity. (b) If the Purchaser defaults hereunder and fails to cure same within 24 hours thereafterten (10) days after receiving notice from Seller of said default, then, Seller’s sole remedy shall be the forfeit by Purchaser of the Deposit (to the extent deposited with the Escrow Holder at the time of default) to Seller, as liquidated damages, and this Agreement shall be null and void. THIS PROVISION FOR LIQUIDATED DAMAGES HAS BEEN SPECIALLY BARGAINED AND IS AN ESSENTIAL TERM OF THIS AGREEMENT IN LIGHT OF THE DIFFICULTY IN CALCULATING SELLER’S ACTUAL DAMAGES HEREUNDER IN THE EVENT OF BREACH BY PURCHASER. Except as otherwise expressly provided herein, Seller hereby unconditionally and irrevocably waives, to make arrangements the greatest extent permitted by law, any claim for one monetary damages against Purchaser arising as a result of a default or more misrepresentation by Purchaser hereunder, which waiver will survive the termination of this Agreement and the non-defaulting Underwriters or any Closing. (c) As a condition precedent to either party being required to proceed with the Closing, the other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements party shall not have been completed be in default hereunder. In the event one party gives the default notice provided in subparagraphs (a) and (b) above (as applicable) to the other party prior to the Closing, the Closing Date shall be extended, as necessary, to provide for the 10-day cure period provided above. In the event the defaulting party fails to cure within such 2410-hour day period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, party may proceed with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultremedies as provided above. In the event the defaulting party cures within said 10-day period, the parties shall proceed with the Closing and the Closing Date shall be the later of any such the originally planned Closing Date or two (2) business days following the date when notice of the default which does not result in a being cured is delivered to the non-defaulting party. (d) This Section 14 shall survive the termination of this Agreement, or, in . Any default hereunder prior to the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative this Agreement or the Company Closing shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, likewise survive same for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7one year thereafter.

Default. (a) If one or more Underwriters any Underwriter shall fail at the Time of Purchase or an Option Securities Settlement Date default in its obligation to purchase the Designated Securities which it or they are obligated has agreed to purchase under this the Pricing Agreement (relating to such Designated Securities, Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the “Defaulted terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities”), then the Representative Company and the Guarantor shall have be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters Representatives to purchase all, but not less than all, of the Defaulted such Designated Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultterms. In the event of any such default which does not result in a termination of this Agreementthat, orwithin the respective prescribed period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and Representatives notify the Company to sell that they have so arranged for the relevant Option purchase of such Designated Securities, as or the case may beCompany notifies the Representatives that it has so arranged for the purchase of such Designated Securities, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Delivery for such Designated Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days of up to five full business days, in order to effect any required changes that in the opinion of counsel for the Company and the Guarantor or counsel of the Underwriters may be necessary in the Registration Statement, the Disclosure Package Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company and the Guarantor agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus that effects any such changes. As used herein, the The term “Underwriter” includes as used in this Agreement shall include any person substituted for an Underwriter under this Section 7with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities; (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company, as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company and the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default; and (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company and the Guarantor as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or the Guarantor, except that the Company, the Guarantor and the Underwriters will continue to be liable for the payment of expenses as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one BUYER is in material default hereunder, or, on or more Underwriters before the date of closing as set forth herein, indicates that BUYER is unable or unwilling to perform and SELLER stands ready to perform SELLER's obligations, SELLER's sole and exclusive remedy shall fail at be the Time of Purchase or an Option Securities Settlement Date right to purchase the Securities which it or they are obligated to purchase under terminate this Agreement (by written notice to BUYER or BUYER's attorney and retain the “Defaulted Securities”), then deposit as reasonable liquidated damages for BUYER's inability or unwillingness to perform. It is the Representative shall have intention of the right, within 24 hours thereafter, parties hereto freely to make arrangements advance provision on the date of this Agreement for one such event in order (a) to avoid controversy, delay and expense, and (b) to specify now a reasonable amount agreeable to both for compensation to the SELLER for losses which may not be readily ascertainable or quantifiable, such as any of the following which might be necessary to place SELLER in the position SELLER would have been in had BUYER made timely performance: costs of carrying, maintaining, insuring and protecting the property; loss of interest income on the proceeds; loss of optimum market time, value and conditions; the uncertainty, delay, expense and inconvenience of finding a substitute buyer; additional commissions, fees, taxes and borrowing expenses to meet obligations entered into in anticipation of performance. In such event and upon SELLER's written notice of termination, the Premises shall be free of any claims or more interest of the BUYER therein by virtue of this Agreement; provided neither party objects to same within five (5) business days of receipt of notice of termination. In no event shall the closing take place later than the date of closing set forth in Paragraph 4 hereof, subject to the provisions of Paragraphs 6 and 11. In the event the closing has not taken place by the end of said period, through no fault of the non-defaulting Underwriters delaying party, the delaying party shall be deemed in default. If SELLER defaults hereunder, BUYER shall have such remedies as BUYER shall be entitled to at law or any other underwriters to purchase allin equity, including, but not less than alllimited to, specific performance. The foregoing notwithstanding, a delay in the closing through no fault of the Defaulted Securities BUYER which results in such amounts as may be agreed upon and upon either the loss of the BUYER’S mortgage commitment or an adverse change in the terms herein set forth; provided, however, that if of such arrangements commitment shall not have been completed within such 24-hour period, then: (i) if entitle BUYER to rescind this Agreement and the number of Defaulted Securities does not exceed 10% SELLER shall forthwith refund all sums heretofore paid by the BUYER on account of the number of Securities to be so purchased by purchase price, whereupon all rights and liabilities of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations parties hereto by reason of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7terminate.

Default. If one or more Underwriters shall fail at 7.1 An event of default within the Time meaning of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, thenarticle occurs if: (i1) if Party B is in arrears with interest, fails to repay any amount overdue, causes the number payment of Defaulted Securities does not exceed 10% of an advance by the number of Securities to be so purchased by all of bank, or uses the Underwriters on such dateloan proceeds other than for the agreed purpose, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of the loan hereunder; (2) Party B breaches representations, warranties and undertakings made by it; (3) Party B breaches any of its obligations hereunder; (4) Party B conceals important facts; (5) Party B or the guarantor evades the repayment of debts owed to the bank through related-party transaction or otherwise; (6) Party B or the guarantor is negligent in managing or recovering matured claims, disposes of or transfers existing major properties without charge, at an unreasonably low price and in an inappropriate manner or otherwise evades debts; (7) Party B fraudulently obtains funds or credits from Party A or other banks, through the use of illusory contracts and arrangements with any third parties, including but not limited to discounting or pledging notes receivable and other claims in respect of which no truthful transactions are conducted; (8) Party B or the guarantor breaches other contracts with Party A or other banks (including but not limited to credit contract, loan contract and guarantee contract) or the terms of any debt securities issued by it; (9) there shall occurs, the breach by the guarantor of Party B of guarantee contracts (including but not limited to guaranty contract, mortgage contract and pledge contract), events of default under the guarantee contracts; the guarantee contracts are ineffective, invalid or rescinded; there shall occurs significant reduction in the value, losses, disputes over the ownership, seizure, attachment, freezing, transfer of, lien on, auction of the collateral; (10) there occurs any of the events specified in Articles 5.3 and 5.4, which will, in the opinion of Party A, affect the safety of its claim as creditor; (11) the term of operation of Party B or the guarantor expires during the term of the credit line and has not been extended. 7.2 In case of any event of default. In , Party A has the right to: (1) adjust, cancel or terminate the comprehensive credit line under this Contract, or adjust the term and amount of the credit line; (2) declare the credit under the credit line due immediately in whole or in part, require Party B to immediately repay the principal, interest and expenses of the credit in whole or in part, and from the date of the event of any such default, charge default which does not result in a termination of this Agreement, or, in interest at the case of an Option Securities Settlement Date, which does not result in a termination default interest rate on the entire principal of the obligation credit disbursed, until Party B repays the entire principal of the Underwriters credit; The expenses and costs include but not limited to purchase attorney fees, legal fees, arbitration fees, travel expenses, announcement fees, delivery fees, execution fees, transfer fees and other expenses paid by Party A to realize its creditor’s right. (3) require Party B to pay the security deposit in full for the possible payment for the outstanding commitments, guarantees, letters of credit and other credit businesses; (4) require Party B to provide new guarantee acceptable to Party A; (5) directly deduct funds from the accounts of Party B and the Company guarantor to sell repay contract debts of Party B under this Contract and each specific business contracts (including debts required by Party A to be repaid prematurely), without prior consent of Party B; (6) exercise the relevant Option Securitiessecurity right, as and require the case may beguarantor to fulfill the guarantee responsibility, either or realize the Representative or claim by disposing of the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven collateral and/or pledge. (7) days claim the lawful right of subrogation against debtors of Party B, or request the court to invalidate the waiver by Party B of its matured claims or transfer by Party B of assets at nil consideration or at a low price which is obviously unreasonable, in order to effect any respect of which Party B shall provide all necessary support and assistance as required changes in the Registration Statementby Party A, the Disclosure Package or the Prospectus or in any and bear all costs incurred by Party A thereby. (8) take other documents or arrangements. As used hereinremedial measures under laws, the term “Underwriter” includes any person substituted for an Underwriter under regulations and this Section 7Contract.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Firm Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Firm Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Firm Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.shall

Default. If If, on the Closing Date any one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters shall fail or any other underwriters refuse to purchase allOffered Certificates that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not less more than all, one-tenth of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% aggregate principal amount of the number of Securities Offered Certificates to be so purchased by all of the Underwriters on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Offered Certificates specified to be purchased by them on Schedule II bears to the aggregate principal amount of Offered Certificates specified to be purchased by all such non-defaulting Underwriters shall be obligatedUnderwriters, severally and not jointlyor in such other proportions as you may specify, to purchase the full Offered Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount thereof of Offered Certificates that any Underwriter has agreed to purchase pursuant to Section 2 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Offered Certificates without the proportions that their respective initial written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase obligation bears Offered Certificates and the aggregate principal amount of Offered Certificates with respect to the purchase obligations of all nonwhich such default occurs is more than one-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% tenth of the number aggregate principal amount of Securities Offered Certificates to be so purchased by all of the Underwriters on such date, this Agreement or, with respect and arrangements satisfactory to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, you and the Company to sellfor the purchase of such Offered Certificates are not made within 36 hours after such default, the Option Securities to be purchased and sold on such Option Securities Settlement Date this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant , the Company or the Guarantor, except that the Company and the Guarantor will continue to this Section 7 shall relieve be liable for the payment of expenses for any non- defaulting Underwriter from liability to the extent set forth in respect of its defaultSection 6. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Closing Date, as the case may bebut in no event for longer than seven days, for a period not exceeding seven (7) days in order to effect any that the required changes changes, if any, in the Registration Statement, the Disclosure Package or Statement and in the Prospectus or in any other documents or arrangementsarrangements may be effected. As used herein, the term “Underwriter” includes Any action taken under this paragraph shall not relieve any person substituted for an defaulting Underwriter from liability in respect of any default of such Underwriter under this Section 7Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Guarantor or the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Guarantor or the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out- of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default. Buyer and Seller shall proceed to Closing in accordance with the terms of the Contract, as modified by this Addendum, and each acknowledges that failure or refusal to do so for any reason other than a breach or default by the other party shall constitute a breach hereof and a default under the Contract. If one Buyer fails or more Underwriters refuses to proceed to Closing on the Closing Date, as extended, if applicable, or otherwise fails or refuses to comply with the terms, covenants and conditions of the Contract, as modified by this Addendum, for any reason other than a breach or default by Seller, then Seller’s sole and exclusive remedy shall fail at be to terminate the Time of Purchase Contract and retain any Deposit actually paid by Buyer or an Option Securities Settlement Date due from Buyer pursuant to purchase the Securities which it or they are obligated to purchase under this Agreement Contract and any Extension Fee (collectively, the “Defaulted SecuritiesMonies”), then as liquidated damages pursuant to Section 15 below, in which event the Representative parties shall have be relieved of all obligations under the rightContract, within 24 hours thereafterexcept for Buyer’s Indemnification Obligations. If Seller fails or refuses to proceed to Closing on the Closing Date, as extended, if applicable, or otherwise fails or refuses to make arrangements for one of or more comply with the terms, covenants and conditions of the non-defaulting Underwriters Contract, as modified by this Addendum, for any reason other than a breach or any other underwriters default by Buyer, then Buyer’s sole and exclusive remedy shall be to purchase allterminate the Contract and receive a refund of Monies actually paid by Buyer, but not less than allin which event the parties shall be relieved of all obligations under the Contract, except for Buyer’s Indemnification Obligations. In all events, Buyer’s Indemnification Obligations shall survive termination of the Defaulted Securities in such amounts as may be agreed upon Contract and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters Seller shall be obligatedentitled to all remedies available at law and in equity to enforce and collect Buyer’s Indemnification Obligations. Subject to Section 14 below, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any litigation or dispute between Seller and Buyer concerning the release of the Monies, the sole responsibility of the broker, Title Company or escrow agent holding any Monies or other deposits or funds shall be to, at such default person’s option, (i) pay the Monies into the court in which does not result in such litigation is pending, or (ii) pay the Monies into a termination court of this Agreementproper jurisdiction by an action of interpleader. Buyer and Seller agree that, orupon payment of the Monies into court as set forth herein, neither Buyer nor Seller shall have any further right, claim, demand or action against such party regarding the release of the Monies, except for claims arising out of the gross negligence or willful misconduct of such party. Nothing contained herein or elsewhere in the case Contract shall be construed to limit the applicability of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 714 below.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more Underwriters shall fail at Except as otherwise provided in this Agreement, if following the Time delivery of Purchase or an Option Securities Settlement Date a drawdown notice, a Unitholder fails to purchase fund a required capital commitment by the Securities which it or they are obligated to purchase under this Agreement applicable Funding Deadline and such failure remains uncured through the tenth calendar day following the applicable Funding Deadline (such tenth day, the “Defaulted SecuritiesLast Funding Date”), then such Unitholder shall be delinquent in its obligations. Any payments made by such Unitholder after the Representative applicable Last Funding Date (or any payments made prior to the Last Funding Date in amounts less than such Unitholder’s required capital commitment) will not be accepted by the Company, and such Unitholder, other than a Defaulting Unitholder (as defined below), will be required to fund such capital commitment together with any new required capital commitment, in respect of the next applicable Funding Deadline. A Unitholder shall have be deemed to be delinquent as to a Funding Deadline if it has failed to fund the rightrequired capital commitment for that Funding Deadline or if the Unitholder has any outstanding obligations in respect of a prior Funding Deadline, within 24 hours thereafter, which remain unsatisfied as of such Last Funding Date. Any Unitholder making a Commitment or increasing its Commitment on a Subsequent Closing Date that fails to make arrangements required purchases in accordance with 3.3.2 shall also be delinquent in its obligations for one purposes of or more of the non-defaulting Underwriters or this 6. 2.1. If a Unitholder is delinquent upon three occasions at any other underwriters to purchase all, but not less than all, of the Defaulted Securities in point (such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall occasions do not have been completed within to be consecutive), such 24-hour periodUnitholder (any such Unitholder, thena “Defaulting Unitholder”) will be in default of its obligations to the Company and the following remedies shall be imposed on such Defaulting Unitholder: (a) it will be prohibited from purchasing additional Common Units on any future Drawdown Date (and common units in the Parallel Feeder and the Master Fund); (b) it will forfeit twenty-five percent (25%) of its Common Units, and such Common Units will be cancelled; and (c) the Company may pursue any other remedies against the Defaulting Unitholder available to the Company, subject to applicable law. In addition, the Company may, in the Company’s sole discretion, (i) if charge the number of Defaulted Securities does not exceed 10% Defaulting Unitholder with the expenses and losses incurred by the Company due to the default of the number Defaulting Unitholder (with such expenses and losses charged by transferring Units of Securities to be so purchased by all such Defaulting Unitholder on the books of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting UnderwritersCompany); or and/or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, take other actions with respect to any Option Securities Settlement DateDefaulting Unitholders, including without limitation borrowing funds to cover defaulted capital calls, at a rate established with a third-party lender or using the obligation Company’s internal capital at a rate of the Underwriters to purchaseeight percent (8%) per annum, and causing the Company Defaulting Unitholder to sell, bear the Option Securities to be purchased interest and sold on other costs associated with such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7borrowing.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, 11.1 Failure to make arrangements for payment of any amount payable by the Purchaser/s herein under these presents being the agreed consideration and/or the additional payments and/or deposits or otherwise within the specified time, or within 7 (seven) days of demand if no time is specified, shall amount to a default entitling the Owners-Vendors and the Developer herein to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.2 In non-compliance of any of the terms, conditions, covenants, undertakings, stipulations restrictions, prohibitions and obligations of the Purchaser/s herein including the obligations to make payment and deposit all the amounts under these presents by the Purchaser/s within the time stipulated hereto, the Owners-Vendors and Developer herein shall be entitled to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.3 The Rights of the Owners/Vendors and or the Developer to take steps on the Purchaser’s/s’ default are independent to each other and not alternative to each other and more than one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as said rights may be agreed upon and upon simultaneously exercised and/or enforced by the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24Owners-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, Vendors and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability Developer herein regarding any default on the part of the Purchaser/s herein. 11.4 If the Purchaser/s fails to fulfill his/her/their obligations under this agreement, the Owners-Vendors and the Developer herein shall have exclusive liberty to cancel this Agreement upon a prior 7 (seven) days notice to the Purchaser/s and shall be entitled to forfeit 3% of the total agreed consideration of the subject Flat with said Car Parking Space and refund the balance without paying any noninterest to the purchaser/s within 3 (three) months from the date of such cancellation and the Owners-defaulting Underwriter. No action taken pursuant Vendors and the Developer in that event immediate after such cancellation shall have full liberty to this Section 7 shall relieve any defaulting Underwriter from liability enter into a fresh booking and or agreement in respect of the subject unit with any intending purchaser or purchasers at its defaultown choice and discretion after intimating to the Purchaser/s of such matter of cancellation and the Purchaser/s herein hereby agreed with and consent to the same. The Notice served by the Owners-Vendors or the Developer to the Purchaser/s either by hand delivery or by Speed Post in this respect shall be treated as the Owners-Vendors’ as well the Developer’s obligation in this regard is fulfilled. 11.5 In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase default by Owners-Vendors and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used Developer herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Purchaser/s herein shall be entitled to claim specific performance.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the Time of Purchase applicable Closing Date or an Option Securities Settlement Date Closing Date, as the case may be, to purchase the Securities which it or they are obligated to purchase at such time under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative such of you as are named therein shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, and if the Company shall not have completed arrangements for the purchase of all, but not less than all, of the Defaulted Securities by other underwriters satisfactory to such of you as are named in the applicable Terms Agreement, then: (ia) if the aggregate number of Defaulted Securities does not exceed 10% of the aggregate number of Firm Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement bear to the purchase obligations aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters; or (iib) if the aggregate number of Defaulted Securities exceeds 10% of the aggregate number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Firm Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company or the Western Gas Parties except, in each case, as provided in Sections 9 and 10 hereof. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability to the Company, the Western Gas Parties or any non-defaulting Underwriter for damages in respect of its defaultany default of such Underwriter hereunder and the applicable Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, Section which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative you or the Company shall have the right to postpone the Time of Purchase applicable Closing Date or the relevant Option Securities Settlement Closing Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Partnership Registration Statement, the Prospectus or the Partnership Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one 7.1.1 In the event that Seller fails for any reason to close the Transaction, or more Underwriters in the event that Purchaser, based upon a material failure by Seller for any reason to operate the Stores in the Normal Course of Business, determines not to close the Transaction, then Seller shall fail at pay, or cause to be paid, to Purchaser a break-up fee in the Time amount of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement One Hundred Thousand Dollars ($100,000.00) (the “Defaulted Securities”), then "Break-up Fee") for the Representative shall have time and resources invested and the right, within 24 hours thereafter, to make arrangements for one of or more costs and expenses incurred by Purchaser in connection with its evaluation of the non-defaulting Underwriters or any other underwriters to purchase allTransaction, but not less than all, its due diligence examination of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchaseSeller, and the Company negotiation and execution of this Agreement. As security for the payment of the Fee and as a condition to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination Purchaser's execution of this Agreement, orSeller has arranged for Silicon Valley Bank ("Bank") to issue to Purchaser the Bank's irrevocable standby letter of credit in the amount of the Fee (the "Letter of Credit"). Any occurrence, act or omission ("Triggering Event") that would constitute a cause for the payment of the Break-Up Fee To Purchaser under this Agreement shall require payment to Purchaser by the Bank. The Letter of Credit, in the case form attached hereto as Exhibit 7.1.1, shall be delivered to Purchaser by the Bank prior to the execution of an Option Securities Settlement Date, which does not result in a termination this Agreement. For purposes of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used hereinthis Section 7.1.1, the term “Underwriter” includes "material failure" shall mean a failure that is reasonably likely to have a material adverse effect on the Assets or business of Seller at the Stores. 7.1.2 In the event that a default occurs, Purchaser must, before taking any person substituted other action, give a written notice to Seller of such a default. Seller will then have 10 business days in which to cure said default. 7.1.3 In the event all contingencies contained herein shall be met and Purchaser shall fail to purchase the Assets as provided herein (other than for an Underwriter under this a reason as set forth in Section 77.1.1), the Purchaser shall reimburse Seller for the cost of all fees, costs and expenses it may have incurred or thereafter incur, including but not limited to attorney's fees, and at Seller's option, Seller may seek specific performance and/or any remedy available at law or equity.

Default. If any one or more Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase and pay for any of the Securities which it Offered Certificates agreed to be purchased by such Underwriter or they are obligated Underwriters pursuant to this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the “Defaulted Securities”)respective proportions which the aggregate face amount of Offered Certificates specified to be purchased by them in Schedule I bears to the aggregate face amount of Offered Certificates to be purchased by all the remaining Underwriters) the Offered Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, then however, that in the Representative event that the aggregate face amount of Offered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate face amount of Offered Certificates to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right, but not the obligation within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon Offered Certificates, and upon the terms herein set forth; provided, however, that if such nondefaulting Underwriters do not complete such arrangements shall not have been completed within such 24-24 hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall will terminate without liability on to any nondefaulting Underwriters or the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of any such termination, the provisions of Sections 5, 6 and 8 shall remain in effect. In the event of a default which by any Underwriter as set forth in this Section 7 that does not result in a termination of this Agreement, orthe Closing Time shall be postponed for such period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiesexceeding seven days, as the case may be, either the Representative nondefaulting Underwriters or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days determine in order to effect any that the required changes in the Registration Statement, the Disclosure Package or Statement and the Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and to any person substituted nondefaulting Underwriters for an Underwriter under this Section 7damages occasioned by its default hereunder.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, 11.1 Failure to make arrangements for payment of any amount payable by the Purchaser/s herein under these presents being the agreed consideration and/or the additional payments and/or deposits or otherwise within the specified time, or within 7 (seven) days of demand if no time is specified, shall amount to a default entitling the Owners-Vendors and the Developer-Vendor herein to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.2 In non-compliance of any of the terms, conditions, covenants, undertakings, stipulations restrictions, prohibitions and obligations of the Purchaser/s herein including the obligations to make payment and deposit all the amounts under these presents by the Purchaser/s within the time stipulated hereto, the Owners-Vendors and Developer-Vendor herein shall be entitled to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.3 The Rights of the Owners-Vendors and or the Developer-Vendor to take steps on the Purchaser’s/s’ default are independent to each other and not alternative to each other and more than one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as said rights may be agreed upon and upon simultaneously exercised and/or enforced by the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, Owners- Vendors and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability Developer-Vendor herein regarding any default on the part of the Purchaser/s herein. 11.4 If the Purchaser/s fails to fulfill his/her/their obligations under this agreement, the Owners-Vendors and the Developer herein shall have exclusive liberty to cancel this Agreement upon a prior 7 (seven) days notice to the Purchaser/s and shall be entitled to forfeit 3% of the total agreed consideration of the subject Flat/unit and refund the balance without paying any noninterest to the purchaser/s within 3 (three) months from the date of such cancellation and the Owners-defaulting Underwriter. No action taken pursuant Vendors and the Developer-Vendor in that event immediate after such cancellation shall have full liberty to this Section 7 shall relieve any defaulting Underwriter from liability enter into a fresh booking and or agreement in respect of the subject unit with any intending purchaser or purchasers at its defaultown choice and discretion after intimating to the Purchaser/s of such matter of cancellation and the Purchaser/s herein hereby agreed with and consent to the same. The Notice served by the Owners-Vendors or the Developer-Vendor to the Purchaser/s either by hand delivery or by Speed Post in this respect shall be treated as the Owners-Vendors’ as well the Developer-Vendor’s obligation in this regard is fulfilled. 11.5 In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase default by Owners-Vendors and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used Developer-Vendor herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Purchaser/s herein shall be entitled to claim specific performance.

Default. (a) If any Underwriter shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder on the Closing Date, the non-defaulting Underwriters may arrange for one or more of such non-defaulting Underwriters or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter the non-defaulting Underwriters shall fail at not have arranged for the Time purchase of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”)such Notes, then the Representative Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Notes on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Company that the non-defaulting Underwriters have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Notes, the non-defaulting Underwriters or the Company shall have the rightright to postpone the Closing Date for a period of not more than seven days, within 24 hours thereafterin order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to make arrangements for one of file promptly any amendments or more supplements to the Registration Statement or the Prospectus which in the opinion of the non-defaulting Underwriters or may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any other underwriters person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Notes of a defaulting Underwriter or Underwriters as provided in subsection (a) above, the aggregate principal amount of such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities Notes which remains unpurchased does not exceed 10% one-eleventh of the number aggregate principal amount of Securities all the Notes to be so purchased by all on such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate principal amount of Notes which such Underwriter agreed to purchase hereunder on such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the aggregate principal amount of Notes which such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes to be purchased on such dateClosing Date, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations Notes of all non-a defaulting Underwriter or Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement orshall thereupon terminate, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant Underwriter or the Company, except for the expenses to this be borne by the Company and the Underwriters as provided in Section 7 4(j) hereof and the indemnity and contribution agreements in Section 6 hereof; but nothing herein shall relieve any a defaulting Underwriter from liability in respect of for its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representative you shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters nondefaulting Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or any of the Issuers. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the applicable Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company Issuers shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at Pledgor (a) defaults in the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more payment of the non-defaulting Underwriters principal ------- under either of the Notes when either of them becomes due (whether upon demand, acceleration or otherwise) or any other underwriters event of default under either of the Notes or this Agreement occurs (including, without limitation, the bankruptcy or insolvency of Pledgor) or (b) defaults in the payment of interest or any other amount related to purchase alleither of the Notes, but the Company may (following five (5) days notice to Executive, during which the default is not cured) exercise any and all the rights, powers and remedies of any owner of the Pledged Interests (including the right to vote the Pledged Interests and receive any distributions with respect to such Pledged Interests) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Delaware or otherwise available to the Company under applicable law. Without limiting the foregoing, after the occurrence of and during the continuance of a default, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Collateral at any private sale or public auction, on not less than allten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Defaulted Securities Pledged Interests offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Notes and other amounts related thereto (including costs, attorneys' fees associated with enforcement hereof); provided that after payment -------- in such amounts as may full of the indebtedness evidenced by both of the Notes, the balance of the proceeds of sale then remaining shall be agreed upon paid to Pledgor and upon Pledgor shall be entitled to the terms herein set forth; provided, however, that if such arrangements return of any of the Pledged Interests remaining in the hands of the Company. Pledgor shall not have been completed within such 24-hour period, then: be liable for any deficiency (ito the extent liable therefor under the Notes) if the number remaining proceeds are insufficient to pay the indebtedness under the Notes in full, including the fees of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased any attorneys employed by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on collect such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7deficiency.

Default. If If, on the Firm Closing Date or the Option Closing Date, as the case may be, any one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters shall fail or any other underwriters refuse to purchase allShares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not less more than all, one-tenth of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities does not exceed 10% of the number of Securities Shares to be so purchased by all of the Underwriters on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule 1 bear to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters shall be obligatedUnderwriters, severally and not jointlyor in such other proportions as you may specify, to purchase the full amount thereof Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; PROVIDED that in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if no event shall the number of Defaulted Securities exceeds 10% Shares that any Underwriter has agreed to purchase pursuant to Section 4 be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Firm Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Shares and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Securities Shares to be so purchased by all of the Underwriters on an such date, and arrangements satisfactory to you, the Company and the Selling Stockholders for the purchase of such Shares are not made within 36 hours after such default, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any non- defaulting Underwriter from liability in respect of its defaultor the Company or the Selling Stockholders. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the Time of Purchase Firm Closing Date or the relevant Option Securities Settlement Closing Date, as the case may be, but in no event for a period not exceeding longer than seven (7) days days, in order to effect any that the required changes changes, if any, in the Registration Statement, the Disclosure Package or Statement and in the Prospectus or in any other documents or arrangementsarrangements may be effected. As used herein, the term “Underwriter” includes Any action taken under this paragraph shall not relieve any person substituted for an defaulting Underwriter from liability in respect of any default of such Underwriter under this Section 7Agreement. 12.

Default. (a) The Buyer may, by written notice of default to the Seller, terminate the whole or any part of this Subcontract in any one of the following circumstances: (i) if Seller fails to make progress in the work so as to endanger performance delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or (ii) if Seller fails to perform any of the other provisions of this Subcontract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; or (iii) Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due. (b) If one this Subcontract is so terminated, Seller shall submit a final termination settlement proposal to the Buyer. The Seller shall submit the proposal promptly but no later than six (6) months from the effective date of the termination. If Seller fails to submit the proposal within the time allowed, the Buyer may determine the amount, if any, due the Seller because of the termination. The amount will be determined as follows; (i) An amount for direct labor hours determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rates, less profit, in the Schedule, less any hourly rate payments already made to the Seller; (ii) An amount for material expenses incurred before the effective date of termination, not previously paid to the Seller. Buyer may procure or more Underwriters otherwise obtain, upon such terms and in such manner as Buyer may deem appropriate, supplies or services similar to those terminated, Seller, subject to the exceptions set forth below, shall fail be liable to Buyer for any excess costs of such similar supplies or services. (c) Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by Buyer at or after termination such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as Seller has produced or acquired for the Time performance of Purchase or an Option Securities Settlement Date the terminated part of this Subcontract, and Buyer will pay Seller the contract price for complete articles delivered to purchase and accepted by Buyer and the Securities which it or they are obligated fair value of the other property of Seller so requested and delivered. (d) Seller shall continue performance of this Subcontract to purchase under this Agreement (the “Defaulted Securities”), then the Representative extent not terminated. Buyer shall have no obligations to Seller with respect to the rightterminated part of this Subcontract except as herein provided. In case of Seller’s default, within 24 hours thereafterBuyer’s rights as set forth herein shall be in addition to Buyer’s other rights although not set forth in this Subcontract. (e) Seller shall not be liable for damages resulting from default due to causes beyond the Seller’s control and without Seller’s fault or negligence, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if Seller’s default is caused by the default of a subcontractor or supplier, such arrangements shall not have been completed within such 24-hour perioddefault must arise out of causes beyond the control of both Seller and subcontractor or supplier, then: (i) if and without the number fault or negligence of Defaulted Securities does not exceed 10% either of them and, provided further, the number of Securities supplies or services to be so purchased furnished by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and subcontractor or supplier were not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter obtainable from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7sources.

Default. If one or more of the Underwriters participating in an offering of the Purchased Securities shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase the Purchased Securities which it or they are obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then the Representative you shall have the right, within 24 36 hours thereafter, to make arrangements satisfactory to the Company for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, all of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such datePurchased Securities, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all the non-defaulting Underwriters; or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such datePurchased Securities, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. In the event that the Company shall be entitled to but shall not elect to exercise its defaultrights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Agreement. In the event of a default by any such default which Underwriter or Underwriters as set forth in this Section, if the Company does not result in a termination of elect to terminate this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period of time not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Immediate Delivery Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either any of the Representative Representatives, the Company or the Company Guarantor shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 710.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase Pledgor defaults in the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more payment of the non-defaulting Underwriters principal or interest under the Note as it becomes due (whether upon demand, acceleration or otherwise) or any other underwriters event of default under the Note occurs and has not been remedied within the 10 day period provided in Section 3(a)(i) of the Note (including the bankruptcy or insolvency of the Pledgor) (each such occurrence shall be deemed a "Default"), the Company may exercise any and all of the rights, powers and remedies of an owner of the Pledged Securities (including the right to purchase allvote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of the State of New York or otherwise available to the Company under applicable law. Without limiting the foregoing, but if the Pledgor Defaults, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Securities at any private sale or public auction, on not less than allten days written notice to the Pledgor, at such price or prices and upon such terms as the Company may deem advisable. The Pledgor shall have no right to redeem the Pledged Securities after any such sale or assignment. At any such sale or auction, the Company or any other holder of shares of the Defaulted Company may bid for, and become the purchaser of, the whole or any part of the Pledged Securities in offered for sale. In case of any such amounts as may sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be agreed upon applied to the principal of and upon accrued interest on the terms herein set forthNote; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% after payment in full of the number of Securities to be so purchased indebtedness evidenced by all the Note, the balance of the Underwriters on such date, the non-defaulting Underwriters proceeds of sale then remaining shall be obligated, severally paid to the Pledgor and not jointly, the Pledgor shall be entitled to purchase the full amount thereof return of any of the Pledged Securities remaining in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% hands of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Company.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”)15.1 A default occurs, then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, thenIf: (ia) if the number Customer commits a breach of Defaulted Securities does this agreement and has not exceed 10% remedied the breach within seven days of the number of Securities being given notice in writing by OBEPR to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, do so; or, (b) The Customer fails to purchase the full pay any amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriterswhen due; or (iic) if OBEPR has any reasonable grounds to believe that the number Customer may not be able to make due and punctual payment to OBEPR of Defaulted Securities exceeds 10% of any monies owing by the number of Securities Customer, or the Customer is in default or has failed to be so purchased make any payment due under this agreement; or (d) the Customer goes into bankruptcy, liquidation, or administration; (e) the Customer is wound up or an application is made to wind up the Customer or declare the Customer bankrupt, then all monies payable by the Customer to OBEPR may, at OBEPR’s election, become immediately due and payable, despite the due date for payment not being reached. 15.2 In addition to any other rights at law and as permitted under this agreement, OBEPR may do any or all of the Underwriters on such date, following: (a) terminate this Agreement or, with respect to agreement; (b) withhold further delivery of any Option Securities Settlement Date, Materials; (c) cease undertaking any Works. 15.3 If We end this agreement under section 13 You must pay Us any costs We incur as a result of ending the obligation of the Underwriters to purchaseagreement, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability costs We have already incurred in respect of its default. the delivery or installation of the System. 15.4 if You fail to pay any amount that is due and payable under this Contract, We will be entitled to Interest on the unpaid amount from the due date until the date it is paid. 15.5 In the event of any such default where your overdue account is referred to a collection agency and/or law firm, the Customer will be liable for all costs which does not result would be incurred as if the debt is collected in a termination of this Agreementfull, orincluding legal demand costs. 15.6 To the maximum extent permitted by Law and, in addition to any other rights, You irrevocably agree that if You have not made payment in full to OBEPR by the case of an Option Securities Settlement Datedue date for such payment, which does OBEPR may notify the Customer and the Customer must not result unreasonably object to allowing OBEPR to repossess the Materials. The Customer (and its successors and assigns, including any administrator, receiver or manager or liquidator) must not object to or obstruct OBEPR or its agents, from entering the Site for this purpose and indemnifies OBEPR from any claims arising from or loss incurred by OBEPR in a termination relation to the repossession or removal of the obligation of Materials from the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Site.

Default. If one or more of the Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the Terms Agreement (the “Defaulted Securities”), then the Representative you shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour period, arrangements for the purchase of all the Defaulted Securities then: (ia) if the number aggregate amount of Defaulted Securities does not exceed 10% of the number aggregate amount of the Securities to be so purchased by all of pursuant to the Underwriters on such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date pursuant to the Terms Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. As used in this Section only, the “aggregate amount” of Securities shall mean the aggregate principal amount of any Securities. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, Statement and the Disclosure Package or the Final Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one 8.1 In the event of default by LESSEE in the payment of any sum of money or more Underwriters the submission of any report under Paragraph 3.6, LESSOR shall fail have, without notice or demand to LESSEE, a lien on all machinery, equipment, structures, and other property of LESSEE of every kind wherever located on the Leased Premises at the Time time of Purchase the event of default and thereafter. Upon default continuing for thirty (30) days for any payment due or an Option Securities Settlement Date any reports to purchase be submitted to LESSOR, such lien may be enforced as provided by the Securities which it laws of the State of Illinois, including without limitation the Illinois Uniform Commercial Code. In the event of LESSEE’S failure to pay any royalty or they are obligated any other sum due to purchase LESSOR under this Agreement when due, LESSOR shall provide LESSEE with written notice of said default (the “Defaulted SecuritiesDefault Notice”). Upon the further failure of LESSEE to pay such royalty or other sum due LESSOR under this Agreement within thirty (30) days after delivery of the Default Notice by LESSOR, then the Representative LESSOR shall have the rightright without further notice to LESSEE to: 1) Exercise any of the remedies set forth herein or allowed under the laws of the State of Illinois to collect from LESSEE any sum of money due LESSOR hereunder; and/or 2) Receive payment from LESSEE, as liquidated damages, twice the amount due, plus interest from the date due, within 24 hours thereafter, to make arrangements for one of or more ten (10) days after delivery of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthDefault Notice; provided, however, that if such arrangements in the event that any royalty or other sum due LESSOR under this Agreement is the subject of a bona fide dispute, LESSEE shall notify LESSOR of the disputed portion, and shall promptly pay the portion of the royalty or sum not in dispute, and, in which case, LESSOR’S right to receive the above described liquidated damages shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwritersapply; or 3) Terminate this Agreement at any time following the date that is ten (ii10) if the number of Defaulted Securities exceeds 10% days after delivery of the number Default Notice if LESSEE has failed to pay LESSOR in full. 8.2 Neither LESSOR’S failure to give, nor any delay in giving, a Default Notice as herein provided shall be deemed a waiver by LESSOR of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect its rights pursuant to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. default by LESSEE. 8.3 In the event of LESSEE has failed to comply with any such default which does not result in a termination of obligations under this Agreement, other than those in Paragraph 8.1, whether express or implied, and LESSEE does not remedy such failure within thirty (30) days after delivery of a Default Notice, or, in the case of an Option Securities Settlement Dateif such failure cannot reasonably be remedied within thirty (30) days, which and LESSEE does not result in commence bona fide efforts to remedy such failure within such thirty (30) day period, and thereafter, continuously and diligently pursue such efforts to a termination successful conclusion, LESSOR may terminate this Agreement by providing LESSEE with written notice pursuant thereto and/or exercise any of the obligation remedies set forth in this Agreement or allowed under the laws of the Underwriters to purchase and the Company to sell the relevant Option SecuritiesState of Illinois. 8.4 Notwithstanding Paragraph 8.1, as the case may be, either the Representative or the Company LESSOR shall have the right right, upon written notice, to postpone assess interest on all past due royalties or other payments at the rate of one and one-half percent (1.5%) per month from the date of delinquency until paid. The date of delinquency shall be the last day of the month on which payment was due. Time periods provided to cure defaults do not effect the determination of Purchase the date of delinquency or the relevant Option Securities Settlement Date, as assessment of interest to be assessed against delinquent payments. An assessment of interest shall in no way be deemed to be a waiver of LESSEE’S obligation to pay all royalties when due or to be a waiver or bar to the case may be, for a period not exceeding seven (7) days in order to effect subsequent exercise or enforcement by LESSOR of any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any and all other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter rights provided under this Section 7Agreement or applicable law.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Immediate Delivery Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.Date of

Default. If one or more Underwriters (a) A party shall fail at be in default hereunder (other than by reason of a Force Majeure Event) in the Time event that such party shall default in the performance of Purchase or an Option Securities Settlement Date to purchase any of its obligations hereunder, which default remains uncured forty-five (45) days following receipt of notice specifying the Securities which it or they are obligated to purchase under this Agreement (nature of the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of default from the non-defaulting Underwriters or any other underwriters to purchase allparty, but not less unless the cure would require more than all45 days, of in which case the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements party shall not have been completed within be deemed in default if it has promptly commenced diligent efforts to cure the default following notice and continues such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on efforts until such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultdefault is cured. In the event of any such default, the non-defaulting party may at its option terminate this Agreement by written notice. Any termination by Petrowax by reason of Quaker State's default which does hereunder shall not result limit Petrowax's rights to payment of any fee due hereunder for prior processing. Any termination by Quaker State by reason of Petrowax's default hereunder shall entitle Quaker State to terminate delivery of Products under the Slack Wax Agreements, but in the event of any such termination Quaker State shall be entitled to any processing Earned but not utilized prior to termination. (b) In the event that (i) either or both of the Plants ceases to operate for more than sixty (60) days (other than temporarily by reason of a termination Force Majeure Event) and (ii) Petrowax or its assignees notify Quaker State in writing that no further purchases of Products shall be made under the Slack Wax Agreements, then provided that Quaker State continues to be given access to the nonoperating Plant or Plants for the purpose of processing wastewater at Quaker State's own cost, Quaker State shall have no claim for damages against Petrowax under or arising out of this AgreementAgreement for the failure of Petrowax to furnish waste water processing at that Plant or Plants. In the event that prior to the confirmation of a plan of reorganization for Petrowax in its Chapter 11 proceeding Quaker State is neither furnished processing at a Plant by Petrowax pursuant to this Agreement nor is Quaker State provided access to the Plant for performing processing itself, orand provided that the reason for such nonperformance and unavailability of access is other than a Force Majeure Event, then Quaker State shall be entitled to damages for breach of this Agreement to compensate it for processing Earned but not utilized, but such damages shall not exceed an amount equal to the price per 1,000 gallons set forth in the case table in Section 5(a) hereof multiplied by the number of an Option Securities Settlement Date, 1,000 gallons for which does not result in a termination of the obligation of the Underwriters Quaker State reasonably would have requested and been able to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, obtain processing at that Plant for a time period equal to the remaining period for which processing has been Earned but not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7utilized.

Default. If one In the event that Sponsor or more Underwriters shall fail at the Time SPAC defaults in its repayment obligations under Section 2.2 of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement or SPAC defaults in its obligation to issue Lender Additional Securities and to register such Additional Securities pursuant to Section 2.3 of this Agreement and in the event that such default continues for a period of fifteen (15) business days after written notice to the Sponsor and SPAC (the “Defaulted SecuritiesDefault Date”), then Sponsor shall immediately transfer to Lender 250,000 shares of SPAC Common Stock owned by the Representative Sponsor (collectively, the “Sponsor Shares”) and 50,000 private units owned by the Sponsor (“SPAC Private Units”) on the Default Date and shall have the right, within 24 hours transfer an additional 250,000 Sponsor Shares and 50,000 SPAC Private Units each month thereafter, to make arrangements for one of or more of until the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthdefault is cured; provided, provided however, that if such arrangements shall not have been completed within such 24-hour periodin no event will Sponsor transfer any Sponsor Shares or SPAC Common Stock or warrants underlying any SPAC Private Units to Lender that would result in Lender (together with any other persons whose beneficial ownership of SPAC’s Common Stock would be aggregated with Lender’s for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Securities and Exchange Commission, then: (iincluding any “group” of which Lender is a member) if the number of Defaulted Securities does not exceed 10beneficially owning more than 19.9% of the number outstanding shares of Securities SPAC Common Stock. Notwithstanding the foregoing, in no event shall the maximum aggregate amount of shares forfeited by Sponsor to be so purchased by all of the Underwriters on Lender exceed 3,000,000 Sponsor Shares; provided further that any such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken Sponsor Shares or SPAC Private Units received pursuant to this Section 7 4.1 shall relieve be added to the registration statement required by Section 2.3 of this Agreement if not then effective and if such registration statement has been declared effective, such Sponsor Shares or SPAC Private Units shall be promptly registered, and in any defaulting Underwriter from liability in respect of its defaultevent will be registered within 90 days. In the event that ▇▇▇▇▇▇ notifies Sponsor and SPAC of any default pursuant to this Section 4.1, Sponsor shall not sell, transfer, or otherwise dispose of any SPAC Shares or SPAC Private Units, other than in accordance with this Section 4.1, until such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7is cured.

Default. If one or more of the Underwriters participating in an offering of Shares shall fail at the Time time of Purchase or an Option Securities Settlement Date purchase and any applicable additional time of purchase, as the case may be, to purchase the Securities Shares which it or they are obligated to purchase at such time under this Agreement (the “Defaulted SecuritiesShares”), then the Representative such of you as are named therein shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Shares, and if the Company shall not have completed arrangements for the purchase of all, but not less than all, of the Defaulted Shares by other underwriters satisfactory to such of you as are named in this Agreement, then: (ia) if the number aggregate principal amount of Defaulted Securities Shares does not exceed 10% of the number aggregate principal amount of Securities Firm Shares to be so purchased by all of the Underwriters on such datepursuant to this Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under this Agreement bear to the purchase obligations aggregate principal amount of Firm Shares set forth opposite the names of all such non-defaulting Underwriters; or (iib) if the number aggregate principal amount of Defaulted Securities Shares exceeds 10% of the number aggregate principal amount of Securities Firm Shares to be so purchased by all of the Underwriters on such datepursuant to this Agreement, this Agreement orshall terminate, with respect to without any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company except, in each case, as provided in Sections 8 and 9 hereof. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability to the Company or any non-defaulting Underwriter for damages in respect of its defaultany default of such Underwriter hereunder. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the Time time of Purchase or the relevant Option Securities Settlement Datepurchase and any applicable additional time of purchase, as the case may be, for a period of not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, 11.1 Failure to make arrangements for payment of any amount payable by the Purchaser/s herein under these presents being the agreed consideration and/or the additional payments and/or deposits or otherwise within the specified time, or within 15 (fifteen) days of demand if no time is specified, shall amount to a default entitling the Owner-Vendor and the Developer herein to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.2 In non-compliance of any of the terms, conditions, covenants, undertakings, stipulations restrictions, prohibitions and obligations of the Purchaser/s herein including the obligations to make payment and deposit all the amounts under these presents by the Purchaser/s within the time stipulated hereto, the Owner-Vendor and Developer herein shall be entitled to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.3 The Rights of the Owner-Vendor and the Developer to take steps on the Purchaser’s/s’ default are independent to each other and not alternative to each other and more than one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as said rights may be agreed upon and upon simultaneously exercised and/or enforced by the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24Owner-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, Vendor and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability Developer herein regarding any default on the part of the Purchaser/s herein. 11.4 If the Purchaser/s fails to fulfill his/her/their obligations under this agreement, the Owner-Vendor and the Developer herein shall have exclusive liberty to cancel this Agreement upon a prior 15 (fifteen) days notice to the Purchaser/s and shall be entitled to forfeit 5% of the total agreed consideration of the subject Flat/unit and refund the balance without paying any noninterest to the purchaser/s within 3 (three) months from the date of such cancellation and the Owner-defaulting Underwriter. No action taken pursuant Vendor and the Developer in that event immediate after such cancellation shall have full liberty to this Section 7 shall relieve any defaulting Underwriter from liability enter into a fresh booking and or agreement in respect of the subject unit with any intending purchaser or purchasers at its defaultown choice and discretion after intimating to the Purchaser/s of such matter of cancellation and the Purchaser/s herein hereby agreed with and consent to the same. The Notice served by the Owner-Vendor or the Developer to the Purchaser/s either by hand delivery or by Speed Post in this respect shall be treated as the Owner’s-Vendor’s as well the Developer’s obligation in this regard is fulfilled. 11.5 In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase default by Owner-Vendor and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used Developer herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Purchaser/s herein shall be entitled to claim specific performance.

Default. If one or more of the Underwriters ------- participating in an offering of Shares shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities Shares which it or they are obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”Shares"), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representative shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Shares, then: (ia) if the number of Defaulted Securities Shares does not exceed 10% of the aggregate number of Securities Shares to be so purchased by all pursuant to terms of the Underwriters on such datethis Agreement, the non-defaulting Underwriters hereof shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations thereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; or (iib) if the number of Defaulted Securities Shares exceeds 10% of the aggregate number of Securities Shares to be so purchased by all pursuant to the terms of the Underwriters on such datethis Agreement, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without any liability on the part of any non-defaulting UnderwriterUnderwriters or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representative shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Underwritten Securities to be so purchased by all of pursuant to the Underwriters on such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations thereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Underwritten Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the Terms Agreement shall terminate without any liability on the part of any non-defaulting UnderwriterUnderwriters or the Company. As used in this Section only, the aggregate amount or aggregate principal amount of Underwritten Securities shall mean the aggregate principal amount of any Senior Securities plus the public offering price of any Debt Warrants included in the relevant Underwritten Securities. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. 5.1 If one either party breaches any of its obligations or more Underwriters shall fail at representations hereunder beyond the Time expiration of Purchase any applicable notice or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”)cure period, then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase allparty may seek damages from the defaulting party on account of such breach, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if (x) Purchaser is the defaulting party, then Purchaser’s liability for such arrangements damages shall not exceed $15,000,000 individually or in the aggregate on account thereof, or (y) Seller is the defaulting party, then Seller’s liability for such damages shall not exceed $7,500,000 individually or in the aggregate on account thereof. Purchaser hereby acknowledges and agrees that in the event of such a default by Purchaser, the Deposit shall be applied to payment of the damages owed to Seller as described above. Escrowee shall promptly return to Purchaser any remaining amount of the Deposit after such payment to Seller. Notwithstanding anything to the contrary in this Agreement, no party shall have any liability to the other party for a default hereunder, if (1) the other party is in material breach of its obligations under this Agreement for which prior notice has been completed within delivered beyond the expiration of any applicable notice or cure period hereunder, or (2) the Acquisition does not close. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO SEEK PUNITIVE OR EXEMPLARY DAMAGES (BUT NOT SPECULATIVE OR COMPENSATORY DAMAGES, WHICH EITHER PARTY MAY SEEK SUBJECT TO THE LIMITATION ON LIABILITY SET FORTH IN THE IMMEDIATELY PRECEDING PROVISIONS) FROM THE DEFAULTING PARTY OR ITS SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY SUCH PARTY AGAINST THE DEFAULTING PARTY OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO, EXCEPT TO THE EXTENT ASSERTED BY A THIRD PARTY AGAINST SUCH PARTY. THE FOREGOING WAIVER BY THE PARTIES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. 5.2 Notwithstanding anything in the immediately preceding paragraph to the contrary, if Purchaser commits a Material Default (as defined below), Purchaser shall pay to Seller liquidated damages on account of such 24-hour periodMaterial Default in an amount equal to $30,000,000. If Seller commits a Material Default, then: (i) then Seller shall pay liquidated damages to Purchaser on account of such Material Default in an amount equal to $15,000,000; provided, however, if the number Acquisition closes, in lieu of Defaulted Securities does not exceed 10% of the number of Securities such payment, Purchaser, at its election to be so purchased made within five (5) days following such Material Default by all Seller shall have the right and option to seek specific performance by Seller of its obligations hereunder. Purchaser hereby acknowledges and agrees that the Underwriters on Deposit shall be applied to payment of such dateliquidated damages to Seller. THE PARTIES AGREE THAT THE DAMAGES THAT EITHER WILL SUSTAIN AS A RESULT OF A MATERIAL DEFAULT BY THE OTHER WILL BE SUBSTANTIAL, BUT WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO QUANTIFY, AND THEREFORE, THE PARTIES AGREE THAT EACH AMOUNT SET FORTH IN THIS PARAGRAPH IS AN APPROPRIATE AMOUNT OF LIQUIDATED DAMAGES AND AN APPROPRIATE MEASURE OF RELIEF FOR A MATERIAL DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES AND RELIEF ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW. Upon a default beyond the expiration of any applicable notice or cure period or a Material Default by either party, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company party shall have the right to postpone terminate this Agreement, and, upon such termination, neither party hereto shall have any further rights or obligations owing to the Time other party except for the payment of Purchase or any applicable damages, and except with respect to any provisions expressly stated to survive the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangementstermination of this Agreement. As used herein, the The term “UnderwriterMaterial Default” includes any person substituted for an Underwriter under as used in this Agreement means a party’s failure to close the Transaction in accordance with the terms of this Agreement, including, without limitation, failure to comply with the provisions of Section 76.2.

Default. If one or more of the Underwriters participating in an offering of Purchased Securities shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase the Purchased Securities which it or they are obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then the Representative you shall have the right, within 24 hours thereafter, to make arrangements satisfactory to the Company for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour period20 21 arrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Purchased Securities to be so purchased by all of the Underwriters on such datepursuant to this Agreement, the non-defaulting Underwriters named in this Agreement shall be obligated, obligated severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; Underwriters (or in such other proportions as the Representatives may specify), or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Purchased Securities to be purchased and sold on such Option Securities Settlement Date pursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company shall have the right to postpone the Time Closing Time, subject to termination of Purchase or the relevant Option Securities Settlement Date, this Agreement as the case may beprovided in subsection (b) above, for a period of time not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters (a) An event of default shall fail at the Time of Purchase or an Option Securities Settlement Date be deemed to purchase the Securities which it or they are obligated to purchase have occurred under this Agreement if: (i) Licensee fails to make any royalty payment due hereunder and such default continues for more than thirty (30) days after notice from Licensor; (ii) any party defaults in the “Defaulted Securities”)performance of any of its obligations hereunder and such default is material and continues for more than thirty (30) days after notice from another party; or (iii) a receiver, then trustee or liquidator (or other similar official) for Trademark Owner, Licensee, Licensor or any guarantor of Licensee is appointed under the Representative laws of any jurisdiction and is consented to by such party or is not withdrawn within seventy five (75) days, or such party is named as debtor in any proceeding under any bankruptcy or similar law and such proceeding is either voluntary or is not discharged within seventy five (75) days, or such party makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due. (b) Upon the occurrence and during the continuance of an event of default, the aggrieved party or parties shall have the rightright to terminate this Agreement by sending written notice of such termination to the other parties, within 24 hours thereafter, specifying the effective date of termination (hereinafter referred to make arrangements for one of or more of as the non-defaulting Underwriters or any other underwriters to purchase all, but not "TERMINATION DATE"). Such Termination Date shall be no less than all, sixty (60) days after the date on which written notice of the Defaulted Securities in termination is sent. On such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such dateTermination Date, this Agreement or, with respect to any Option Securities Settlement Date, shall terminate as fully as if the obligation Termination Date had been the date set for the expiration of the Underwriters to purchaseterm of this Agreement. Notwithstanding such termination, and in the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken event that this Agreement is terminated by Licensor pursuant to this Section 7 paragraph due to a breach by Licensee, Licensee shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreementcontinue to be liable for, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, at Licensor's or IOA's election as the case may be, either (i) the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Datepayments, as and when due, of such entity's portion of the case may bepayments scheduled to become due pursuant to paragraphs 7(a)(i) and 7(b)(i) from the Termination Date to the stated expiration date of this Agreement, for or (ii) the present value of such payments, determined using a period discount rate of four percent (4%) per annum. (c) Failure to exercise any right or option hereunder, including any right or option of termination, shall not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package constitute a waiver of such right or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7option.

Default. If one In the event of a breach or more Underwriters default by Seller in closing the transaction contemplated by this Agreement, or if Seller shall fail at otherwise default hereunder, which default Purchaser discovers before Closing and which is not cured within ten (10) days following Seller’s receipt of written notice thereof (but Seller shall not be entitled to notice and cure rights with respect to Seller’s obligation to close), Purchaser, as its sole and exclusive remedy, shall have the Time right (i) to terminate this Agreement and to receive (a) within two (2) business days of Purchase the date of such termination, a return of the ▇▇▇▇▇▇▇ Money and (b) within two (2) business days of the date of such termination, to reimbursement by Seller of Purchaser’s Expenses in an amount not to exceed $400,000.00, subject to independent verification by Seller, or an Option Securities Settlement Date (ii) if the breach or default relates to purchase the Securities which it or they are obligated closing, to purchase under enforce specific performance of this Agreement (the “Defaulted Securities”), then the Representative shall have the right, provided that any action for specific performance be commenced within 24 hours thereafter, to make arrangements for one of or more forty-five (45) days of the non-defaulting Underwriters scheduled Closing Date). In the event of a breach or any other underwriters to purchase alldefault by Purchaser in closing the transaction contemplated by this Agreement, but not less than allor if Purchaser shall otherwise default hereunder or under the Plaza IV Lease or a Purchaser Lease entered into after the Effective Date, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthsame shall constitute default by Purchaser hereunder; provided, however, that such Purchaser Lease defaults shall only constitute a default by Purchaser hereunder if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, they involve the non-defaulting Underwriters shall be obligated, severally and not jointly, payment of rent which has continued for more than ten (10) days after notice to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, Purchaser and the Company to sell, tenant under the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriterapplicable Purchaser Lease. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SecuritiesSeller, as the case may beits sole and exclusive remedy, either the Representative or the Company shall have the right to postpone terminate this Agreement and to receive the Time ▇▇▇▇▇▇▇ Money and Purchaser shall pay to Seller all Defeasance Costs incurred by Seller in connection with its efforts to defease the Loan as provided in Section 7(a) above, as liquidated damages, subject to independent verification by Purchaser. Nothing herein contained shall limit the rights or obligations of Purchase or the relevant Option Securities Settlement parties with respect to a default under this Agreement occurring from and after the Closing Date, and in such case the parties shall have all rights and remedies available at law, in equity or otherwise including, without limitation, the right to specific performance, subject to the conditions and limitations herein set forth including, without limitation, the provisions of Section 6(b) of this Agreement. The terms and provisions of this Section 10 shall survive Closing (and termination of this Agreement) and the execution and delivery of the Deed. In no event will Purchaser be deemed to be in default under this Agreement unless Purchaser has been notified in writing of the alleged default and failed to cure the same within ten (10) days, provided however, Purchaser shall not be entitled to any notice and cure rights with respect to Purchaser’s obligation to close on the Closing Date. If (i) Seller breaches any obligation hereunder which is not cured after any required notice and the expiration of any applicable cure period, (ii) Purchaser is not otherwise in default, and (iii) Purchaser has elected to terminate this Agreement and receive the return of the ▇▇▇▇▇▇▇ Money and reimbursement of Purchaser’s Expenses as provided above, then the case may be, for a period not exceeding seven tenant under the Plaza IV Lease shall have the right to elect to terminate the Plaza IV Lease provided any election to terminate the Plaza IV Lease must be delivered to Seller in writing within sixty (760) days of the date of the termination of this Agreement. Any termination of the Plaza IV Lease will be effective on the first (1st) day of the fourth (4th) full calendar month following Seller’s receipt of such notice (unless the Plaza IV Lease has not yet commenced, in order which case the termination will be effective immediately) and any such election to effect terminate the Plaza IV Lease shall be irrevocable when issued. In the event notice of termination of the Plaza IV Lease is not timely given, then the right to terminate such Plaza IV Lease pursuant to this Section 10 shall be waived. In no event shall Seller’s default hereunder otherwise affect or allow any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in tenant under any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Purchaser Lease to terminate such lease.

Default. (a) If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement any Shareholder (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, a "Defaulting Party") fails to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, payment with respect to or to perform any Option Securities Settlement Date, the obligation Outstanding Obligation or any share issuance approved pursuant to Section 3.08(b) and to which such Shareholder has agreed to subscribe pursuant to Section 5.04(b) within ten (10) Business Days of the Underwriters to purchasedate due (the "Due Date"), and the Company to sell, the Option Securities to be purchased and sold interest shall accrue on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, unpaid amount or, in the case of America Movil's Outstanding Obligation to contribute the Techtel Amount (as defined in the Amended and Restated Joint Venture Agreement) to the Company pursuant to Section 2.03(c) of the Amended and Restated Joint Venture Agreement, on the value attributed to such obligation (the "Default Amount") at a rate per annum of 200%, or, if lower, the maximum rate permitted by applicable law (the "Default Rate") from the Due Date until the date paid in full together with all interest accrued thereon (based on the actual number of days elapsed over a 360-day year). (b) Any Shareholder (an Option Securities Settlement Date"Advancing Party") may upon written notice to the other Shareholders and the Company, which does not result advance all or a portion of the Default Amount in lieu of the Defaulting Party. If more than one Shareholder provides such a termination notice, such Shareholders shall have the right to fund their pro rata portion of the Default Amount, based on the percentage of Outstanding Shares held by such Shareholders, or such other portion as may be agreed by such Shareholders. In the event that any Shareholder advances all or a portion of the Default Amount in lieu of a Defaulting Party, the obligation of the Underwriters Defaulting Party to purchase and make payment to the Company of the Default Amount, together with accrued interest, shall be deemed assigned to sell the relevant Option SecuritiesAdvancing Party or Parties in proportion to the percentage of the Default Amount advanced by such Advancing Party. (c) In the event that the Defaulting Party has not made payment in full of the Default Amount, together with all accrued interest, or performed its Outstanding Obligations and paid all accrued interest owed thereunder, to the Company or the Advancing Parties, as appropriate, within one hundred eighty (180) days after the Due Date, the Company shall issue new Shares to the Advancing Parties and, in the case of a default by a Defaulting Shareholder under its Promissory Note or, if applicable, its Special Notes, purchase, for a total amount of $1.00, an equal number of Shares previously issued to the Defaulting Party in amounts sufficient to dilute the Equity Interests of the Defaulting Party in the Company, and reflecting (i) any advances made by Advancing Parties, (ii) amounts paid by other Shareholders pursuant to the Outstanding Obligations or share issuance, as the case may be, either (iii) all interest accrued on the Representative Default Amount pursuant to Section 5.13(a), (iv) the fair market value of the Company at the Due Date, as determined in accordance with clause (d) below, and (v) Equity Interests, if any, issued to the other Shareholders at the time of such payment. All Shareholders will be deemed to have consented to such issuance of Shares. For the purpose of effecting a purchase of Shares in accordance with this Section 5.13(c), each Shareholder hereby irrevocably appoints the Company to be its attorney, and in its name and on its behalf to do all acts and things, execute any document or complete any transfer that the Company may require in order to complete such purchase, and each Shareholder hereby agrees to ratify and confirm any act of the Company in connection therewith. Notwithstanding any such issuance of Shares, all interest accrued on the Default Amount pursuant to Section 5.13(a) at the time of such issuance (the "Default Interest Amount") shall be deemed due and owing by the Defaulting Shareholder to the Company and interest shall accrue on the Default Interest Amount at the Default Rate until the Default Interest Amount, together with all interest accrued thereon, is paid in full. (d) For purposes of the preceding clause (c), the fair market value of the Company shall have be determined in accordance with the right following procedure. Within ten (10) Business Days following the 180-day period referred to postpone in clause (c) above, the Time Defaulting Party shall select one of Purchase the investment banks listed in Schedule 5.13, and the Company shall select one of the investment banks listed in Schedule 5.13. In the event that none of the investment banks listed in Schedule 5.13 accepts an engagement from the Defaulting Party or the relevant Option Securities Settlement DateCompany, as the case may be (through no fault of the Defaulting Party or the Company, as the case may be) and there are no other investment banks listed in Schedule 5.13 from whom such party may choose and which are prepared to accept selection or referral, as the case may be, the Defaulting Party or the Company, as the case may be, shall choose an investment banking firm of international standing in the United States which does not, and whose directors, officers, employees or Affiliates do not, have a direct or indirect material financial interest for a period not exceeding seven its proprietary account in the Defaulting Party or the Company, as the case may be, or any of their respective Affiliates. Within thirty (730) days of its acceptance of such selection, each selected investment bank shall determine independently the fair market value of the Company and provide such valuation in order writing to effect any required changes in each of the Registration StatementShareholders and the Company. If the difference between such two valuations is twenty percent (20%) or less, the Disclosure Package or fair market value of the Prospectus or Company shall be deemed to be the average of such two valuations. If the difference between such two valuations is greater than twenty percent (20%), and if the Defaulting Party and the Company are otherwise unable to agree which valuation is correct, within 270 days after the Default Date the matter shall be referred by the Company to the Company's accountants, which accountants shall select one of the two valuations as being closest to the fair market value of the Company as of the Default Date. Such accountants shall make such selection within thirty (30) days after such referral. The decision of such accountants shall be final, conclusive and binding on all parties, and shall not be subject to arbitration pursuant to Section 6.15. All costs incurred by the non-defaulting Shareholders and the Company in any other documents or arrangements. As used herein, connection with obtaining the term “Underwriter” includes any person substituted for an Underwriter under this Section 7valuations referred to above shall be borne by the Defaulting Party.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”)a Registration Event occurs, then the Representative shall have Company will make payments to each Holder, as partial liquidated damages for the rightminimum amount of damages to the Holder by reason thereof, within 24 hours thereafterand not as a penalty, at a rate equal to make arrangements for one of or more percent (1%) of the non-defaulting Underwriters Offering Price per share of Common Stock held by such Purchaser per month; PROVIDED, HOWEVER, if a Registration Event occurs (or is continuing) on a date more than one year after the Holder acquired the Registrable Securities (and thus the one year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Holder's Registrable Securities that cannot then be immediately resold in reliance on Rule 144; and PROVIDED, FURTHER, that in no event shall the aggregate liquidated damages payable by the Company to any other underwriters to purchase all, but not less than all, Purchaser exceed 20% of the Defaulted Securities aggregate Offering Price paid by such Purchaser for all shares of Common Stock acquired by such Purchaser pursuant to the Subscription Agreement. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in such amounts as may be agreed upon partial compensation to the Holder, and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within constitute the Holder's exclusive remedy for such 24-hour period, then: events. The Registration Default Period shall terminate upon (i) if the number of Defaulted Securities does not exceed 10% filing of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, Registration Statement in the case of an Option Securities Settlement Date, which does not result CLAUSE (A) of the definition of "Registration Event," (ii) the SEC Effective Date in a the case of CLAUSE (B) of the definition of "Registration Event," and (iii) the ability of the Purchaser to effect sales pursuant to the Registration Statement in the case of CLAUSE (C) of the definition of "Registration Event," and (iv) in the case of the events described in CLAUSES (B) and (C) of the definition of "Registration Event," the earlier termination of the obligation Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the Underwriters United States. Amounts payable as partial liquidated damages to purchase and each Holder hereunder with respect to each share of Registrable Securities shall cease when the Company to sell Holder no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days Purchaser in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7reliance on Rule 144.

Default. The Buyer may, by written notice of default to the Seller, terminate the whole or any part of this Order in any one of the following circumstances: (i) if Seller fails to make progress in the work so as to endanger performance or (ii) if Seller fails to perform any of the other provisions of this Order in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; or (iii) Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due. If one this Order is so terminated, Seller shall submit a final termination settlement proposal to the Buyer. The Seller shall submit the proposal promptly but no later than six (6) months from the effective date of the termination. If Seller fails to submit the proposal within the time allowed, the Buyer may determine the amount, if any, due the Seller because of the termination. The amount will be determined in accordance with FAR Clause 52.249-6 in effect on the date of the prime contract. Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by ▇▇▇▇▇ at or more Underwriters after termination such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as Seller has produced or acquired for the performance of the terminated part of this Order, and Buyer will pay Seller the contract price for complete articles delivered to and accepted by Buyer and the fair value of the other property of Seller so requested and delivered. Seller shall fail at continue performance of this Order to the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative extent not terminated. Buyer shall have no obligations to Seller with respect to the rightterminated part of this Order except as herein provided. In case of ▇▇▇▇▇▇'s default, within 24 hours thereafter, ▇▇▇▇▇'s rights as set forth herein shall be in addition to make arrangements ▇▇▇▇▇'s other rights although not set forth in this Order. Seller shall not be liable for one of damages resulting from default due to causes beyond the Seller's control and without Seller's fault or more of the nonnegligence in accordance with FAR Clause 52.249-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; 14 “Excusable Delays” provided, however, that if Seller's default is caused by the default of a subcontractor or supplier, such arrangements shall not have been completed within such 24-hour perioddefault must arise out of causes beyond the control of both Seller and subcontractor or supplier, then: (i) if and without the number fault or negligence of Defaulted Securities does not exceed 10% either of them and, provided further, the number of Securities supplies or services to be so purchased furnished by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and subcontractor or supplier were not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter obtainable from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7sources.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for any one of or more of the non-defaulting Underwriters or any other underwriters to purchase allfollowing events (each, but not less than all, of the Defaulted Securities in such amounts as may a "Servicing Default") shall occur and be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, thencontinuing: (ia) if any failure by the number of Defaulted Securities does not exceed 10% of Master Servicer to deposit into any Collection Account or the number of Securities Trustee Collection Account any deposit required to be so purchased made under the terms of this Agreement that continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by all of the Underwriters on such dateIssuer or the Indenture Trustee, or to the Master Servicer, the non-defaulting Underwriters shall be obligated, severally Issuer and not jointly, to purchase the full amount thereof in Indenture Trustee by the proportions that their respective initial purchase obligation bears Enhancer if such default relates to the purchase obligations of all non-defaulting Underwriters; orMortgage Loans assigned to Group I; (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability failure on the part of the Master Servicer to duly observe or perform in any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve material respect any defaulting Underwriter from liability other covenants or agreements of the Master Servicer set forth in respect of its default. In the event of any such default which does not result in a termination of this Agreement, orwhich failure materially and adversely affects the interests of any Securityholder, and which failure continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Issuer or the Indenture Trustee, or to the Master Servicer, the Issuer and the Indenture Trustee by the Enhancer if such default relates to the Mortgage Loans assigned to Group I; (c) solely with respect to the Mortgage Loans in Group I, the Group I Rolling Twelve-Month Liquidation Loss Amount Percentage exceeds 1.50%; (d) solely with respect to the Mortgage Loans in Group I, the Group I Rolling Three-Month Average Delinquency Rate exceeds 6.00%; (e) solely with respect to the Mortgage Loans in Group I, the Group I Cumulative Liquidation Loss Amount Percentage exceeds the percentages set forth below during the specified periods: MONTHS AFTER CLOSING DATE PERCENTAGES 1 - 36 2.50% 37 - 48 3.35% 49 - 60 4.00% 61 and thereafter 4.50% (f) solely with respect to the Mortgage Loans in Group I, the Enhancer shall notify the Indenture Trustee of an Insurance Agreement Event of Default (as that term is defined in the Insurance Agreement) affecting the Master Servicer and the Mortgage Loans assigned to Group I; then, in the case of an Option Securities Settlement Dateparagraphs (a) or (b), which does the Master Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in writing thereof and, for so long as such Servicing Default shall not result in a termination have been remedied by the Master Servicer, then the Issuer or the Indenture Trustee may, with the written consent of the obligation Enhancer in the case of the Underwriters Group I Mortgage Loans, by notice then given in writing to purchase the Master Servicer, terminate all rights and obligations of the Master Servicer hereunder, other than the Master Servicer's right to receive servicing compensation and reimbursement of expenses hereunder during any period prior to the date of such termination, and the Company Indenture Trustee, the Owner Trustee or the Issuer may exercise any and all other remedies available at law or in equity; and further, in the case of paragraphs (c), (d), (e) and (f), the Enhancer shall immediately notify the Master Servicer and the Indenture Trustee in writing thereof and then the Enhancer may direct the Master Servicer to sell remove the relevant Option Securitiescurrent Subservicer of the Mortgage Loans assigned to Group I and replace it with a successor Subservicer that is not an Affiliate of the Master Servicer. Any such notice to the Master Servicer and the Indenture Trustee shall also be given to each Rating Agency, the Issuer and the Enhancer. Subject to Section 7.02, on or after receipt by the Master Servicer of such written notice in the case of paragraphs (a) or (b), all authority and power of the Master Servicer under this Agreement shall pass to and be vested in the Indenture Trustee as pledgee of the Mortgage Loans pursuant to this Section. Without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney in-fact or otherwise, any and all documents or other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination under paragraphs (a) or (b), whether to complete the transfer and endorsement of each Mortgage Loan or the related Mortgage Documents or Related Documents, or otherwise. The Master Servicer agrees to cooperate fully with the Owner Trustee, the Indenture Trustee and the Enhancer, as the case may be, either in effecting the Representative termination under paragraphs (a) or (b) of the Company rights and responsibilities of the Master Servicer hereunder, including the transfer to the Indenture Trustee (or other applicable successor) for the administration by it of all cash relating to the Mortgage Loans that shall at the time be held by the Master Servicer for deposit into the Collection Account, or that have been thereafter received by the right Master Servicer with respect to postpone the Time of Purchase Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer (or if the relevant Option Securities Settlement Date, as predecessor Master Servicer is the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration StatementIndenture Trustee, the Disclosure Package or the Prospectus or initial Master Servicer and, in any other documents or arrangementsevent, if the initial Master Servicer cannot pay any such amount, in accordance with Section 3.05 of the Indenture) upon presentation of reasonable documentation of such costs and expenses. As used hereinNotwithstanding any termination of the activities of the Master Servicer hereunder, the term “Underwriter” includes Master Servicer shall be entitled to receive, out of any person substituted for late collection of a payment on a Mortgage Loan that was due prior to the notice terminating the Master Servicer's rights and obligations hereunder and received after such notice, that portion thereof to which the Master Servicer would have been entitled hereunder, its Servicing Fee in respect thereof and any other amounts payable to the Master Servicer hereunder the entitlement to which arose prior to such termination. Notwithstanding the foregoing, a delay in or failure of performance under paragraph (a) or (b) above, after the expiration of the applicable grace periods, shall not constitute a Servicing Default if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an Underwriter under this Section 7Act of God, any act of the public enemy, declared or undeclared war, public disorder, rebellion or sabotage, or epidemic, landslide, lightning, fire, hurricane, earthquake or flood. The preceding sentence shall not relieve the Master Servicer from using reasonable efforts to perform its obligations hereunder in a timely manner in accordance with the terms hereof, and the Master Servicer shall provide the Owner Trustee, the Indenture Trustee, the Enhancer and the Securityholders with notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Default. If one or more Underwriters shall fail at Pledgor defaults in the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more payment of the non-defaulting Underwriters principal or ------- interest under either Note when it becomes due (whether upon demand, acceleration or otherwise) or any other underwriters event of default under either Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to purchase allvote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of the State of Florida or otherwise available to the Company under applicable law. Without limiting the foregoing, but the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than allten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Defaulted Securities Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Notes; provided that after payment in such amounts as may full of the indebtedness evidenced by the Notes, the balance of the proceeds of sale then remaining shall be agreed upon paid to Pledgor and upon Pledgor shall be entitled to the terms herein set forth; provided, however, that if such arrangements return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for an amount not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not to exceed 1025% of the number of Securities to be so purchased by all of outstanding principal and accrued interest on the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) Notes for any deficiency if the number remaining proceeds are insufficient to pay the indebtedness under the Notes in full, including the fees of Defaulted Securities exceeds 10% of the number of Securities to be so purchased any attorneys employed by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on collect such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7deficiency.

Default. If any one or more Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase and pay for any of the Securities which it Certificates agreed to be purchased by such Underwriter or they are obligated Underwriters pursuant to this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the “Defaulted Securities”)respective proportions which the aggregate face amount of Certificates specified to be purchased by them in Schedule I hereto bears to the aggregate face amount of Certificates to be purchased by all the remaining Underwriters) the Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, then however, that in the Representative event that the aggregate face amount of Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate face amount of Certificates to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right, but not the obligation within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon Certificates, and upon the terms herein set forth; provided, however, that if such nondefaulting Underwriters do not complete such arrangements shall not have been completed within such 24-24 hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall will terminate without liability on to any nondefaulting Underwriters or the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of any such termination, the provisions of Sections 5, 6 and 8 hereof shall remain in effect. In the event of a default which by any Underwriter as set forth in this Section 7 that does not result in a termination of this Agreement, orthe Closing Time shall be postponed for such period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiesexceeding seven days, as the case may be, either the Representative nondefaulting Underwriters or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or and the Final Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and to any person substituted nondefaulting Underwriters for an Underwriter under this Section 7damages occasioned by its default hereunder.

Default. (a) If one or more Underwriters any Underwriter shall fail at the Time of Purchase or an Option Securities Settlement Date default in its obligation to purchase the Securities Certificates which it or they are obligated has agreed to purchase under this Agreement (hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Certificates on the “Defaulted Securities”)terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Certificates, then the Representative Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Certificates on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Certificates, or the Company notifies you that it has so arranged for the purchase of such Certificates, you or the Company shall have the rightright to postpone the Closing Time for a period of not more than five business days, within 24 hours thereafterin order to effect whatever changes may thereby be made necessary in the Prospectus, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments to the Prospectus which in your reasonable opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Certificates. (b) If, after giving effect to any arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Certificates which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Certificates, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Certificates which such Underwriter agreed to purchase hereunder and, in addition, to make require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Certificates which such Underwriter agreed to purchase hereunder) of the Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for one of or more the purchase of the Certificates of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Certificates which remains unpurchased exceeds one–eleventh of the aggregate principal amount of all the Certificates, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters or any other underwriters to purchase allCertificates of a defaulting Underwriter or Underwriters, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement orshall thereupon terminate, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant Underwriter or the Company, except for the expenses to this be borne by the Company and the Underwriters as provided in Section 5 hereof and the indemnity and contribution agreements in Section 7 hereof; but nothing herein shall relieve any a defaulting Underwriter from liability in respect of for its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one 14.1 In the event that Buyer violates or more Underwriters shall fail at fails to fulfill or perform any of the Time terms or conditions of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”)Agreement, then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such datecase, the non-defaulting Underwriters Deposit shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased retained by all of the Underwriters on Seller as liquidated damages for such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchasebreach, and the Company Seller and the Buyer shall be released from all liability or obligation to sellthe other and this Agreement shall thereafter be null and void, the Option Securities except as to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant liabilities or obligations expressly stated in this Agreement to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a survive termination of this Agreement. 14.2 In the event that Seller is unable to convey the quality of title to the Property in accordance with the terms of this Agreement, oror if Seller is in violation of any other obligation of Seller under this Agreement, Buyer shall have the option of: (a) taking such title as Seller can give without any abatement of price except for liens, judgments or encumbrances of an ascertainable amount, all of which (other than the outstanding principal balance of the Loan) shall be deducted from the Purchase Price; or (b) being immediately repaid the Deposit together with reimbursement from Seller for Buyer’s actual out of pocket expenses incurred by Buyer in connection with the transaction contemplated by this Agreement, which reimbursement obligation shall, in no event exceed $125,000, and in the latter event, the Seller and the Buyer shall be released from all liability or obligation to the other and this Agreement shall thereafter be null and void, except as to liabilities or obligations expressly stated in this Agreement to survive termination of this Agreement. Further, Buyer shall have the right to prosecute an action for specific performance in lieu of seeking the return of the Deposit. The Buyer’s remedies set forth in this Section 14.2 shall be the Buyer’s sole and exclusive remedies under this Agreement. 14.3 Notwithstanding anything to the contrary contained in this Agreement, Buyer agrees that its recourse against Seller under this Agreement or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be strictly limited to Seller’s interest in the Property. Except for fraud and any intentional material misrepresentation by Seller, Buyer shall not seek or obtain any recovery or judgment against any of Seller’s other assets (if any) or against any of Seller’s members, partners, or shareholders, as the case of an Option Securities Settlement Datemay be (or their constituent members, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiespartners, or shareholders, as the case may be) or any director, either officer, employee or shareholder of any of the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7foregoing.

Default. If one or more of the Underwriters participating in ------- an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representative such of you as are named therein shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-non defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-such non- defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the applicable Terms Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters (a) In the event that Autotote shall fail at default in the Time performance of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under any provision of this Agreement on its part to be performed (except a breach by Autotote of the “Defaulted Securities”)provisions of Section 7 and Section 2 of Exhibit G hereof as to which the provisions of said paragraphs shall apply) and such default shall not be cured within a period of thirty (30) days after written notice shall have been received by Autotote specifying such default, then the Representative shall have the right, within 24 hours thereafter, Owner may terminate this Agreement by delivering to make arrangements for one Autotote written notice of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears termination prior to the purchase obligations expiration of all non-defaulting Underwritersten (10) days after the expiration of said thirty (30) day period; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such termination Autotote, at its expense, shall remove its personnel, materials and equipment from the Facility. (b) In the event that Owner shall default which does not result in a termination the performance of any provisions of this AgreementAgreement on its part to be performed (except a breach by Owner of the provisions of Section 4 of Exhibit F and Section 3 of Exhibit G hereof as to which the provisions of said paragraphs shall apply) and such default shall not be cured within a period of thirty (30) days after notice shall have been given by Autotote to Owner specifying such default, or, then Autotote may terminate this Agreement by delivering to Owner written notice of such termination prior to the expiration of ten (10) days after the expiration of said thirty (30) day period; and in the case event of an Option Securities Settlement Dateany such termination Autotote shall remove its personnel, which does not result in a termination materials and equipment from the Facility, and the cost of such removal shall be paid for by Owner. (c) If any of the obligation said sums of money due Autotote under this Agreement are not promptly and fully paid when the same individually or severally become due and payable, or if Owner becomes insolvent, ceases to do business as a going concern, a petition in bankruptcy or for arrangement or reorganization be filed by or against Owner, the materials or equipment provided by Autotote be attached at no fault of Autotote, or a receiver be appointed for Owner, and as a result thereof Autotote elects to terminate this Agreement pursuant to Section 13 (b) then the aggregate sum of the Underwriters minimum annual amount specified in Section 4 of Exhibit F remaining to purchase be paid for the balance of the term of this Agreement up to a maximum of One Million Four Hundred Seventy-Five Thousand dollars ($1,475,000) as liquidated damages, shall become due and payable forthwith, or thereafter at the Company to sell the relevant Option Securitiesoption of Autotote, as fully and completely as if the case said amounts were originally stipulated as due prior to such time, anything in this Agreement herein to the contrary notwithstanding. In any of said events Autotote is authorized and empowered to enter the premises of Owner or other place where Autotote's materials and equipment may bebe and resume possession of the same without notice or demand or without legal process, either the Representative such notice and demand being expressly waived, and Autotote may at its option, by suit or the Company otherwise, enforce payment of all due obligations, plus interest and reasonable attorney's fees, and no suit or legal proceedings with respect thereto shall have the right be deemed any waiver of said rights of Autotote to postpone the Time resume possession of Purchase or the relevant Option Securities Settlement Date, said property as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7herein provided.

Default. If one or more Underwriters Unless otherwise agreed in writing by the parties, terms for payment shall be stipulated in the Contract Confirmation. In the event Buyer shall fail to pay in accordance with these Terms, Seller may, at its option (1) terminate the Time Contract forthwith and without notice, without prejudice to any claim for damages for breach of Purchase contract, (2) suspend deliveries until all indebtedness is paid in full, or an Option Securities Settlement Date (3) convert the terms for payment to purchase the Securities which it or they are obligated a cash delivery basis. No cash discount will be allowed unless specified otherwise in writing by Seller. Seller shall be entitled to purchase interest on past due accounts/amounts due as set out below. Should Buyer default in payment under this Agreement Contract, Seller where permitted by law, shall be entitled to recover from Buyer all court/arbitration costs and lawyer’s and attorney’s fees and expenses incurred by Seller incident to or in connection with such default and proceedings, and proceedings intended to obtain security for Seller’s claim and interest on past due amounts at 2.0% per month or the highest 2.0% per month. Where payment is agreed to be by letter of credit to be opened by or on behalf of Buyer in favour of Seller (the “Defaulted SecuritiesLetter of Credit”), then such Letter of Credit shall be opened and confirmed to Seller by a bank and in a form acceptable to Seller on the Representative date specified by the Contract Confirmation or agreed in writing by the parties and time for performance thereof shall have be of the rightessence. Should the Letter of Credit not be opened and/or confirmed on time, within 24 hours thereafterSeller shall forthwith become entitled, but not obliged, to make arrangements terminate the Contract without prejudice to its right to claim damages for one of or more of the Buyer non-defaulting Underwriters performance and such entitlement to terminate the Contract shall not be lost, surrendered or affected in anyway by any passage of time, delay, or any other underwriters act or omission of Seller including, without limitation, by affirmation or waiver, before Seller exercises such entitlement, which entitlement shall persist and continue in favour of Seller until the Contract is performed in full by Buyer. Seller may, from time to purchase alltime, but not less than allrequire and impose upon Buyer different terms of payment from those referred to in the above paragraph whenever it appears to Seller, in its sole discretion, that Buyer’s financial condition requires, or might require different terms of payment. Further, Seller may require financial assurance or guarantee (“Assurance”) of Buyer’s ability to pay whenever Seller, in its sole discretion, determines that such ability is in doubt or might be in doubt. Any such Assurance shall be in the form and for the amount stipulated by Seller in its sole discretion. Such Assurance may, at the option of Seller, include, without limitation any of the Defaulted Securities following or any combination of the following: (1) the required opening of a letter of credit as security for payment and performance (in a format provided by the Seller and issued by a commercial Bank acceptable to Seller); (2) cash prepayments; and/or (3) a corporate guarantee. Any such demand may be in writing or oral and Seller may, upon the making of such demand, suspend shipments hereunder until written acceptance of differing payment terms or receipt of Assurance of financial ability in a form acceptable to Seller, whichever has been requested, has been received by Seller to its satisfaction. If within the period stated in such amounts demand Buyer fails or refuses to agree to such different terms of payment or fails or refuses to give adequate Assurance of ability to pay to Seller’s satisfaction, Seller may, at its option, treat such failure or refusal as a repudiation of the portion of this Contract which has not been fully performed and Seller shall then be discharged from its obligations concerning such portion. Buyer waives any entitlement to a written notice of any such demand or of any suspension or cancellation hereof. Failure of Buyer to accept delivery and/or make payment for the goods shipped hereunder in accordance with these Terms shall constitute a breach of the whole Contract, permitting Seller to suspend all deliveries until such breach is cured or to cancel this Contract forthwith. Any such Suspension or Cancellation may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements notified in writing or orally. Seller’s election to suspend deliveries shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally preclude it from subsequently cancelling this Contract and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultclaiming damages. In the event of a default in any such default which does not result in a termination payment due from Buyer or any company associated or affiliated with Buyer to Seller or any company associated with Seller among the associated or affiliated companies of this Agreementeither, or, in the case event any such companies associated or affiliated with Buyer become insolvent or enter into an arrangement with its creditors, Seller 1/3 BULK TRADING S.A. | GENERAL SALE AND CONDITION TERMS 2020 - PETCOKE may, at its option and without limitation withhold any payments due to Buyer or its associates or affiliates under this or any other agreement including in respect of an Option Securities Settlement Date, which does not result any deliveries due to Seller or its associates or affiliates under this or any other contract and set-off such amount against payment due from Buyer. The foregoing specific rights shall be cumulative and alternative and shall be in a termination addition to any of the obligation of the Underwriters rights, including but not limited to purchase and the Company damages or specific performance to sell the relevant Option Securities, as the case which Seller may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7be entitled.

Default. If one or more Underwriters (a) Landowner shall fail at the Time of Purchase or an Option Securities Settlement Date be deemed to purchase the Securities which it or they are obligated to purchase be in material default under this Agreement upon the expiration of ten (10) days, as to monetary defaults, and thirty (30) days, as to non-monetary defaults, following receipt of written notice from Coordinator specifying the “Defaulted Securities”)particulars in which a default is claimed unless, then the Representative shall have the right, within 24 hours thereafter, prior to make arrangements for one of or more expiration of the non-defaulting Underwriters applicable grace period (ten (10) days or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: thirty (i30) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiesdays, as the case may be), either such default has been cured. A default by Landowner under this Agreement shall constitute a default by Landowner under the Representative Extension Agreements and a default by Landowner under the Extension Agreement(s) shall constitute a default under this Agreement. (b) In the event Landowner is in default under this Agreement, the provisions hereof may be enforced by any remedy permitted by law for specific performance, injunction, or other equitable remedies in addition to any other remedy available at law or in equity In this regard, in the Company event Landowner fails to pay any amount as and when due (including the Landowner Payment), which failure is not cured within ten (10) days after notice thereof in accordance with the provisions of Section 6(a) above, such delinquent amounts shall bear interest at the rate of fifteen percent (15%) per annum from the due date until paid. In addition, to the extent such sums remain unpaid following such ten (10) day period, Coordinator may claim a contractual lien for such sum, together with interest thereon as set forth above, which may be foreclosed against only that portion of the Land owned by the defaulting landowner in the manner prescribed by law for the foreclosure of realty mortgages; Coordinator agrees that as and when portions of the Property are sold, the obligations hereunder shall be bifurcated based on the land area sold and each landowner shall be solely (and not jointly) responsible for all sums owed with respect to the land areas that it owns and shall not have any obligation or liability for the right failure of any other owner of any portion of the Land. (c) Subject to postpone the Time limitations described in the last sentence of Purchase the subsection (b) above, amounts owed but not paid when due by Landowner shall be a lien against the Land that the parties agree shall relate back to the date upon which an executed copy of this Agreement is recorded in the Pinal County Recorders Office along with a document entitled Preliminary Notice of Contractual Lien which sets forth: i. The name of the lien claimant; ii. the name of the party or then owner of the relevant Option Securities Settlement Dateproperty or interest against which the lien is claimed; iii. and a description of the property against which the lien is claimed. (d) The lien shall take effect only upon recordation of a claim of contractual lien as described below in the office of the Pinal County Recorder by Coordinator, and shall relate back to the date when the Preliminary Notice of Contractual Lien and executed copy of the Agreement were recorded, as set forth in paragraph (c) above. Coordinator shall give written notice of any such lien. The Notice and Claim of Contractual Lien shall include the case following: (i) The name of the lien claimant. (ii) The name of the party or then owner of the property or interest against which the lien is claimed. (iii) A description of the property against which the lien is claimed. (iv) A description of the default or breach that gives rise to the claim of lien and a statement itemizing the amount of the claim. (v) A statement that the lien is claimed pursuant to the provisions of this Agreement and reciting the date of recordation and recorder’s document number of this Agreement. (vi) The notice shall be acknowledged, and after recordation, a copy shall be given to the person against whose property the lien is claimed in any manner prescribed under Section 15 of this Agreement. The lien may bebe enforced in any manner allowed by law, for including without limitation, by an action to foreclose a period not exceeding seven mortgage or mechanic’s lien under the applicable provisions of the laws of the State of Arizona. (7e) days in order If the Landowner posts either (a) a bond executed by a fiscally sound corporate surety licensed to effect any required changes do business in the Registration StatementState of Arizona, or (b) an irrevocable letter of credit from a reputable financial institution licensed to do business in the Disclosure Package State of Arizona reasonably acceptable to Coordinator, which bond or letter of credit (i) names Coordinator as the Prospectus principal or payee and is in form satisfactory to Coordinator, (ii) is in the amount of one and one-half (l- 1⁄2) times the claim of lien, and (iii) unconditionally provides that it may be drawn on by Coordinator in the event of a final judgment entered by a court of competent jurisdiction in favor of Coordinator, then Coordinator shall record a release of the lien or take such action as may be reasonably required by a title insurance company requested to furnish a policy of title insurance on such property to delete the lien as an exception thereto. Landowner shall post the bond or letter of credit by delivery of same to Coordinator. All costs and expenses to obtain the bond or letter of credit, and all costs and expenses incurred by Coordinator, shall be borne by Landowner, unless Landowner is the prevailing party in any other documents or arrangements. As used herein, litigation challenging the term “Underwriter” includes any person substituted for an Underwriter under this Section 7claimed lien.

Default. If one or more of the Underwriters participating in an offering of the Purchased Securities shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase the Purchased Securities which it or they are obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then the Representative you shall have the right, within 24 hours thereafter, to make arrangements satisfactory to the Company for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, all of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed such arrangements for the purchase of all of the Defaulted Securities, then this Agreement may be terminated by the Company, upon notice to you within a further period of 24 hours. If in such 24-hour periodcase the Company shall not elect to terminate this Agreement, thenit shall have the right, irrespective of such default: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, require the non-defaulting Underwriters shall be obligated, severally and not jointly, named in this Agreement to purchase the full respective principal amounts of Purchased Securities that they had severally agreed to purchase hereunder and, in addition, the Defaulted Securities up to a principal amount thereof in equal to one-ninth (1/9) of the proportions respective principal amounts of Purchased Securities that their respective initial purchase obligation bears to the purchase obligations of all such non-defaulting Underwriters; orUnderwriters have otherwise agreed to purchase hereunder, and/or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters procure one or more others to purchase, and upon the Company to sellterms herein set forth, the Option Securities Defaulted Securities, or that portion thereof that the remaining Underwriters shall not be obligated to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on purchase pursuant to the part of any non-defaulting Underwriterforegoing clause (a). No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or that the Company shall have the right be entitled to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period but shall not exceeding seven (7) days in order elect to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter exercise its rights under this Section 7.clause

Default. If If, on the Initial Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail at or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the Time aggregate number of Purchase Securities which such defaulting Underwriter or an Option Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Securities Settlement Date to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bear to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which it such defaulting Underwriter or they are obligated Underwriters agreed but failed or refused to purchase under on such date; PROVIDED that in no event shall the number of Securities that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Agreement (Section 11 by an amount in excess of one-ninth of such number of Securities without the “Defaulted Securities”)written consent of such Underwriter. If, then on the Representative Initial Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall have fail or refuse to purchase Securities and the rightaggregate number of Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Securities to be purchased on such date, within 24 hours thereafter, and arrangements satisfactory to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of and the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to Company for the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted such Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on are not made within 36 hours after such datedefault, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultor the Company. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the Time of Purchase Initial Closing Date or the relevant Option Securities Settlement Closing Date, as the case may be, but in no event for a period not exceeding longer than seven (7) days days, in order to effect any that the required changes changes, if any, in the Registration Statement, the Disclosure Package or Statement and in the Prospectus or in any other documents or arrangementsarrangements may be effected. As used herein, the term “Underwriter” includes Any action taken under this paragraph shall not relieve any person substituted for an defaulting Underwriter from liability in respect of any default of such Underwriter under this Section 7Agreement.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may bePurchase, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i1) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability Any defaults on the part of any nonPowerLight in ordering or accepting the Cells in accordance with the delivery type agreed in § 7 para. 1 (i.e. Ex-defaulting Underwriter. No action taken pursuant to this Section 7 Works Thalheim) shall relieve any defaulting Underwriter from liability not alter the Payment Due Date of the purchase price for the respective delivery in respect of its default. accordance with § 9. (2) In the event of any such default which PowerLight does not result in a termination take delivery of this Agreement, or, its monthly order commitments set forth in the case supply schedule described in Section 4, it shall pay Q-Cells late delivery penalties at a rate of an Option Securities Settlement Date*** of the gross purchase price of the Cells not taken by PowerLight *** following the Delivery Deadline, up to a maximum of *** of such purchase price; provided that such penalties shall cease accruing upon any election by Q-Cells to cancel its delivery obligation as permitted by this paragraph further below. Such penalties shall be paid by PowerLight within *** after they become applicable and PowerLight receives Q-Cells’ written demand for payment. Notwithstanding anything in this Contract to the contrary, Q-Cells shall be entitled in its discretion, commencing forty-five (45) days following the Delivery Deadline, to cancel its delivery obligation to PowerLight and reduce Q-Cells’ minimum quantity of Cells to be purchased in the applicable year of delivery under Schedule 2 by the quantity of Cells for which PowerLight does not result in a termination take delivery under this Section 10(2) (without incurring any liquidated damages or other penalty). (3) In the event that Q-Cells falls into default with the delivery of the obligation minimum monthly quantity commitments, Q-Cells will pay PowerLight late delivery penalties at a rate of one percent (1%) of the Underwriters gross purchase price of the undelivered Cells *** following the Delivery Deadline, up to purchase a maximum of ***; provided that such penalties shall cease accruing upon any election by PowerLight to cancel its order as permitted by this paragraph further below. Such penalties shall be paid by Q-Cells within thirty (30) days after they become applicable and Q-Cells receives PowerLight’s written demand for payment. Notwithstanding anything in this Contract to the Company contrary, PowerLight shall be entitled in its discretion, commencing forty-five (45) days following the Delivery Deadline, to sell cancel its order and reduce PowerLight’s minimum quantity of Cells to be purchased in the relevant Option Securitiesapplicable year of delivery under Schedule 2 by the quantity of Cells set forth in any order cancelled under this Section 10(3) (without incurring any liquidated damages or other penalty). (4) If PowerLight is in payment default, as the case may beprior to Q-Cells asserting its Eigentumsvorbehalt rights under Section 16, either the Representative or the Company it shall have the right provide PowerLight two written notices of its intention to postpone the Time exercise such rights, each of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding which shall provide at least seven (7) days in order days’ prior notice. (5) Subject to effect any required changes in the Registration StatementSection 1(3), the Disclosure Package sole and exclusive penalties for failure of Q-Cells or PowerLight to fulfill its annual or monthly firm commitment obligations set forth in Sections 3, 4 and Schedule 2 are described in Sections 7, 9 and 10. (6) Neither party may make any claims for damages due to indirect or consequential costs beyond the Prospectus or stipulations on damages agreed in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Contract.

Default. (i) If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date any Purchasing Member fails to purchase and pay for any Membership Interests as and when provided in the Securities which it or they are obligated to purchase under preceding provisions of this Agreement (the “Defaulted Securities”)Section 9.07, then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters Buy-Sell Purchasing Members, pro rata based on the relative Membership Interests of all non-defaulting Buy-Sell Purchasing Members electing to purchase allthe defaulting Purchasing Member’s Membership Interest or as they might otherwise agree, but not less than allat their election by notice to the defaulting Purchasing Member at any time on or prior to the thirtieth (30th) day after the date the sale was to have been consummated, may elect to purchase the Membership Interests of the Defaulted Securities in defaulting Purchasing Member at the Buy-Sell Purchase Price (such amounts amount, the “Default Purchase Price”). All non-defaulting Buy-Sell Purchasing Members shall also purchase their pro rata portion of the Selling Members’ interests that were to be purchased by the defaulting Purchasing Member, at the Buy-Sell Purchase Price. (ii) If no non-defaulting Buy-Sell Purchasing Members elect to purchase the defaulting Purchasing Member’s Membership Interest pursuant to Section 9.07(e)(i), the Selling Members, pro rata based on the relative Membership Interests of all Default Purchase Selling Members immediately prior to the exercise of the buy-sell right or as may be agreed upon and upon they might otherwise agree, at their election by notice to the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: defaulting Purchasing Member at any time on or prior to the thirtieth (30th) day after the earlier of (i) if the number of Defaulted Securities does date the sale was to have been consummated, or (ii) the date that the non-defaulting Buy-Sell Purchasing Members decline or are deemed to have declined to purchase the defaulting Purchasing Member’s interests in accordance with this Section 9.07(e), may elect to purchase the defaulting Purchasing Member’s Membership Interests at the Default Purchase Price. Notwithstanding any election not exceed 10% of to purchase the number of Securities to be so purchased by all of the Underwriters on such datedefaulting Purchasing Member’s Membership Interest, the non-defaulting Underwriters Buy-Sell Purchasing Members shall purchase their pro rata portion of the Membership Interests owned by any Default Non-Purchasing Selling Members. Such Default Non-Purchasing Selling Members’ interests shall be obligated, severally and purchased at the Buy-Sell Purchase Price. The non-defaulting Buy-Sell Purchasing Members shall not jointly, be required or entitled to purchase the full amount thereof in Membership Interests owned by any Default Purchasing Selling Member. (iii) If there are no Buy-Sell Purchasing Members other than the proportions that their respective initial purchase obligation bears defaulting Purchasing Member, the Selling Members, pro rata based on the relative Membership Interests of all Default Purchase Selling Members immediately prior to the purchase obligations exercise of all the buy-sell right or as they might otherwise agree, at their election by notice to the defaulting Purchasing Member at any time on or prior to the thirtieth (30th) day after the earlier of (x) the date the sale was to have been consummated, or (y) the date that the non-defaulting Underwriters; orBuy-Sell Purchasing Members decline or are deemed to have declined to purchase the defaulting Purchasing Member’s interests in accordance with this Section 9.07(e), may elect to purchase the defaulting Purchasing Member’s Membership Interest at the Default Purchase Price. (iiA) If none of the Selling Members elect to purchase the defaulting Purchasing Member’s Membership Interest within the time period specified, no Membership Interests shall be purchased or sold and all Investor Members shall retain their respective Membership Interests as if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by buy-sell right in this ARTICLE IX had not been exercised. (B) If less than all of the Underwriters on such date, this Agreement or, with respect Selling Members elect to any Option Securities Settlement Datepurchase the defaulting Purchase Member’s Membership Interest within the time period specified, the obligation of Membership Interests owned by any Default Non-Purchasing Selling Members may be (but shall not be required to be) purchased pro rata by the Underwriters Default Purchase Selling Members, at the Buy-Sell Purchase Price. If no Default Purchase Selling Members so elect to purchasepurchase the Default Non-Purchasing Selling Members’ Membership Interests, and such Non-Purchasing Selling Members shall retain their Membership Interests as if the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part buy-sell right in this ARTICLE IX had not been exercised. (iv) The closing of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter sale under this Section 79.08 otherwise shall occur as provided in Section 9.07(d) but with any time periods measured from the date of the notice under this Section 9.07(e).

Default. (a) If one or more Underwriters any Purchaser shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Purchased Securities which it or they are obligated has agreed to purchase under this pursuant to an Underwriting Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for "Defaulting Purchasers" whether one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: more) and: (i) the aggregate principal amount of the Purchased Securities which the Defaulting Purchasers agreed but failed to purchase is 10% or less of the aggregate principal amount of all of the Purchased Securities, the other Purchasers ("Non-Defaulting Purchasers" whether one or more) may make arrangements satisfactory to the Company and Texaco for the purchase of such Purchased Securities by other persons, including any of the Non-Defaulting Purchasers, but if no such arrangements are made by the number Closing Date, the Non-Defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Securities which the Defaulting Purchasers agreed but failed to purchase; provided that in no event shall the principal amount of Defaulted Purchased Securities does not exceed which any Non-Defaulting Purchaser has agreed to purchase hereunder be increased pursuant to this Section 6(a) by an amount in excess of one-ninth of such principal amount, without the written consent of the Non-Defaulting Purchaser; or (ii) the aggregate principal amount of the Purchased Securities which the Defaulting Purchasers agreed but failed to purchase is more than 10% of the number aggregate principal amount of Securities to be so purchased by all of the Underwriters on such datePurchased Securities and arrangements satisfactory to the Non-Defaulting Purchasers, the non-defaulting Underwriters shall be obligated, severally Company and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to Texaco for the purchase obligations of all nonsuch Purchased Securities are not made within thirty-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on six hours after such date, this Agreement or, with respect to any Option Securities Settlement Datedefault, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall Underwriting Agreement will terminate without liability on the part of any nonthe Non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementDefaulting Purchasers, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangementsTexaco. As used hereinin this Section, the term “Underwriter” "Purchaser" includes any person substituted for an Underwriter a Purchaser under this Section 7Section. Nothing herein will relieve a Defaulting Purchaser from liability for its default.

Default. (1) Each Limited Partner agrees and acknowledges that payment in full of its Committed Capital Contributions upon receipt of proper Funding Notices is of the essence of this Agreement, and all such Committed Capital Contributions shall be made without set off or reduction based on claims against the Partnership or the General Partner but instead such claims shall be asserted in a separate action or actions. If one or more Underwriters a Limited Partner fails to satisfy in full a proper Funding Notice in accordance with the terms and conditions of Section 3.1A. hereof, then such Limited Partner shall fail at the Time be in default hereunder; and such Limited Partner shall be a defaulting partner (a “Defaulting Partner”) if such Limited Partner does not cure such default within ten (10) business days of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement its receipt of a notice of default (the “Defaulted SecuritiesDefault Notice”)) delivered in accordance with Article IX hereof. The Partnership shall have all remedies available at law or in equity (and, then without limiting the Representative other rights of the General Partner described below, the General Partner may commence proceedings to collect any due and unpaid installment of a defaulting Limited Partner's Committed Capital Contribution (plus any costs, fees or other damages associated with such default) and shall have the rightright to exercise the provisions of this Section 3.1D., within 24 hours thereafterwhich rights shall be cumulative with each other and not exclusive of each other, in the event any such Capital Contribution or other required payment is not made when due (except to the extent such Capital Contribution is not required to be made pursuant to the terms of this Agreement). Upon each default by a Limited Partner to make arrangements for such Capital Contribution or other required payment, the General Partner may in its sole discretion undertake any one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, thenfollowing actions: (i) if the number of Defaulted Securities does If such default has not exceed been cured within ten (10% ) business days of the number of Securities to be so purchased by all Defaulting Partner’s receipt of the Underwriters Default Notice delivered in accordance with Article IX hereof, the General Partner may charge such Defaulting Partner interest at an annual rate of fifteen percent (15%), compounded monthly, on the amount due from the date such dateamount became due until the earlier of (A) the date on which such payment is received by the Partnership or (B) the date of any action taken by the General Partner pursuant to subsections (ii)-(iv) below. Any distributions to which such Defaulting Partner is entitled shall be reduced by the amount of such interest. All interest income realized pursuant to this Section 3.1D. (1) (i) shall be distributed as a guaranteed payment for the use of capital to the remaining non- defaulting Partners ratably in accordance with their respective Base Percentages (with any deduction for such guaranteed payment made only to the extent distributed in accordance with the timing rules of Treasury Regulation Section 1.514(c)-2(d)(6)). (ii) Without limiting the foregoing, and in addition to the above, if such default has not been cured within forty-five (45) days of the Defaulting Partner’s receipt of the Default Notice delivered in accordance with Article IX hereof, the General Partner may, in its sole discretion, acquire the Defaulting Partner’s Partnership interest or offer the Defaulting Partner’s Partnership interest to Limited Partners or third parties in such amounts as it may determine. At the closing of such purchase, each purchaser shall, as payment in full for the Defaulting Partner’s Partnership interest being purchased, deliver a non-interest bearing, non- recourse promissory note due upon the termination and liquidation of the Partnership (in a form approved by the General Partner), secured only by the Defaulting Partner’s Partnership interest being purchased, payable to the Defaulting Partner in an amount equal to the lower of 50% of (A) the Defaulting Partner’s Capital Balance, or (B) the fair market value of the portion of the Defaulting Partner’s Partnership interest being acquired (each as determined by the General Partner). Each purchaser also shall assume the portion of the Defaulting Partner’s obligation to make both the defaulted and future Capital Contributions pursuant to its Committed Capital Contributions which are commensurate with the Defaulting Partner’s Partnership interest being purchased. The date and place for closing, and all time limits for acceptances of the offers set forth in this Section, shall be determined by the General Partner in its sole and absolute discretion. (iii) Without limiting the foregoing and in addition to the above, if such default has not been cured within forty-five (45) days of the Defaulting Partner’s receipt of the Default Notice delivered in accordance with Article IX hereof, the General Partner may cause the Defaulting Partner to forfeit seventy-five percent (75%) of its Capital Account balance and Capital Balance. In such event, seventy-five percent (75%) of the Defaulting Partner’s Capital Account balance, Capital Balance and Base Percentage shall be reduced and reallocated to the non-defaulting Underwriters Partners based on their respective Base Percentages. (iv) Without limiting the foregoing and in addition to the above, if such default has not been cured within forty-five (45) days of the Defaulting Partner’s receipt of the Default Notice delivered in accordance with Article IX hereof, the General Partner may reduce the amount of the Defaulting Partner’s Committed Capital Contributions (which has not been assumed by another Partner or third party) to the amount of any Capital Contributions (which have not been purchased by another Partner or third party) previously made by such Defaulting Partner. Such Defaulting Partner shall have no right to make any Capital Contribution thereafter (including the Capital Contribution as to which the default occurred and any Capital Contribution otherwise required to be made thereafter). (v) Notwithstanding any other provision of this Agreement, the Schedule of Partners shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears amended to the purchase obligations extent necessary to reflect such purchases, reductions or reallocations and the General Partner may, in its sole discretion and without the consent of any other Partner, cause a formal amendment to this Agreement to be effected to effectuate the intent of this Section 3.1D. and, if this Agreement is not formally amended, shall have reasonable discretion to adjust Partnership allocations and distributions in order to effectuate that intent. (vi) Without limiting the foregoing, and in addition to the above, no part of any distribution shall be paid to any Limited Partner from which there is then due and owing to the Partnership, at the time of such distribution, any amount required to be paid to the Partnership. At the election of the General Partner, the Partnership may either (x) apply all or part of any such withheld distribution in satisfaction of the amount then due to the Partnership from such Limited Partner (including all Default Costs, as defined below) or (y) withhold such distribution until all amounts then due (including all Default Costs) are paid to the Partnership by such Limited Partner. Upon payment of all non-defaulting Underwriters; oramounts due to the Partnership (by application of withheld distributions or otherwise), the General Partner shall distribute any unapplied balance of any such withheld distribution to such Limited Partner. (iivii) if During the number time period commencing on the date the defaulting Limited Partner becomes a Defaulting Partner (whether or not notice of Defaulted Securities exceeds 10% of such default has been provided) and terminating on the number of Securities date such default is cured or such Defaulting Partner’s Partnership interest is purchased, reduced or reallocated as described above, such Defaulting Partner shall have no right to be so purchased vote on Partnership matters. (2) Each Defaulting Partner is obligated to pay the Partnership all damages that may result to the Partnership from a failure to make a Capital Contribution by all of the Underwriters on such datePartner, this Agreement orincluding, with respect to any Option Securities Settlement Datewithout limitation, the obligation of the Underwriters to purchasereasonable attorney’s fees and court costs (“Default Costs”), and the Company to sell, the Option Securities Defaulting Partner shall continue to be liable for such damages regardless of whether its Partnership interest is purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability 3.1D. or otherwise. (3) Notwithstanding anything to the contrary contained in respect of its default. In the event of any such default which does not result in a termination of this Agreement, orin addition to exercising the foregoing remedies against a Defaulting Partner or any other rights hereunder or under applicable law, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company General Partner shall have the right to postpone make an additional request to all Partners other than such Defaulting Partner calling for additional Capital Contributions to the Time Partnership (other than additional Capital Contributions to fund the Defaulting Partner’s share of Purchase or an indemnification expense as set forth in Section 4.4D.) on a pro rata basis in the relevant Option Securities Settlement Date, as aggregate amount of the case may be, Capital Contribution which the Defaulting Partner failed to make. Any request for a period Capital Contribution pursuant to the immediately preceding sentence shall not exceeding seven increase any non-defaulting Partner’s Committed Capital Contributions amounts. (74) days in order In the event of a failure to effect make a Capital Contribution by the General Partner, any required changes in action or decision which would otherwise be made by the Registration Statement, the Disclosure Package or the Prospectus or in General Partner pursuant to any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under provision of this Section 73.1D. shall instead be made by a Majority in Interest of the Limited Partners.