Common use of Defaulting Underwriter Clause in Contracts

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing DateDate or a Date of Delivery, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or such Date of Delivery, as applicable, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date or a Date of Delivery does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the aggregate number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date or a Date of Delivery, as applicable, exceeds 10% one-eleventh of the aggregate number of all the SharesShares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, in the case of a default with respect to any Option Shares, the obligations of the Underwriters to purchase, and of the Company to sell, the Option Shares that otherwise were to be purchased by the Underwriters at such Date of Delivery, shall terminate without liability on the part of the non-defaulting Underwriters; provided, however, that, for avoidance of doubt, in the case of such a termination on account of a default with respect to any Option Shares, this Agreement shall not terminate as to the Initial Shares or any Option Shares purchased by the Underwriters from the Company pursuant hereto prior to such termination. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Date an Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters Underwriter may in their is discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any an Underwriter, the non-defaulting Underwriters do Underwriter does not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters Underwriter to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters Underwriter or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 1012, purchases of Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriter and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each the non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriter and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number amount of all the SharesShares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting UnderwritersUnderwriter. Any termination of this Agreement pursuant to this Section 10 12 shall be without liability on the part of the CompanyEVO Parties, except that the Company and the Underwriters EVO Parties will continue to be liable for the payment of expenses as set forth in Section 11 13 hereof and except that the provisions of Section 7 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company (in the case of any Company Shares) and the Forward Seller (in the case of any Borrowed Firm Shares) on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters Underwriters, the Forward Purchaser, the Forward Seller or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters Underwriters, the Forward Purchaser and the Forward Seller may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects necessary to effect any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the aggregate number of all the SharesShares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation or, in accordance with the exercise of Bail-in Powers described in Section 18 hereof, is no longer obligated to purchase the Shares Notes that it has agreed to purchase hereunder, the non-defaulting remaining Underwriters may in their discretion arrange for the purchase of such Shares Notes by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default or, pursuant to an exercise of Bail-in Powers described in Section 18 hereof, failure to purchase the Notes by any Underwriter, the non-defaulting remaining Underwriters do not arrange for the purchase of such SharesNotes, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting remaining Underwriters to purchase such Shares Notes on such terms. If other persons become obligated or agree to purchase the Shares Notes of a defaulting UnderwriterUnderwriter or of an Underwriter no longer obligated to purchase in accordance with the exercise of Bail-in Powers described in Section 18 hereof, either the non-defaulting Underwriters remaining Underwriters, on the one hand, or the Company Company, on the other hand, may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information, the Registration Statement or Information and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information, the Registration Statement or Information and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares Notes that a defaulting Underwriter, or an Underwriter no longer obligated to purchase in accordance with the exercise of Bail-in Powers described in Section 18 hereof, agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Notes of a defaulting Underwriter, or of an Underwriter or no longer obligated to purchase in accordance with the exercise of Bail-in Powers described in Section 18 hereof, by the remaining Underwriters by the non-defaulting Underwriters and other persons satisfactory to the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares Notes that remains unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number principal amount of all the Shares to be purchased on such dateNotes, then the Company shall have the right to require each non-defaulting remaining Underwriter to purchase the number principal amount of Shares Notes that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number principal amount of Shares Notes that such Underwriter agreed to purchase on such datehereunder) of the Shares Notes of such a defaulting Underwriter, or of an Underwriter or Underwriters no longer obligated to purchase in accordance with the exercise of Bail-in Powers described in Section 18 hereof, for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Notes of a defaulting Underwriter, or of an Underwriter or no longer obligated to purchase in accordance with the exercise of Bail-in Powers described in Section 18 hereof, by the remaining Underwriters by the non-defaulting Underwriters and other persons satisfactory to the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares Notes that remains unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number principal amount of all the SharesNotes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting remaining Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter, or an Underwriter no longer obligated to purchase the Notes in accordance with the exercise of Bail-in Powers described in Section 18 hereof, of any liability it may have to the Company or any non-defaulting remaining Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, Date any Underwriter defaults on its obligation to purchase the Shares Notes that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Notes by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesNotes, then the Company shall be entitled to a further period of 24 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Notes on such terms. If other persons become obligated or agree to purchase the Shares Notes of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 107, purchases Shares Notes that a defaulting Underwriter agreed but failed to purchase. (b) . If, after giving effect to any arrangements for the purchase of the Shares Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of Notes that remains unpurchased on the Closing Date does not exceed one-tenth of the aggregate principal amount of Notes to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Notes that such Underwriter agreed to purchase on such date) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made. If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares Notes that remains remain unpurchased on the Closing Date does not exceed 10% exceeds one-tenth of the aggregate number principal amount of all the Shares Notes to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 7 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 5 hereof and except that the provisions of Section 7 6 hereof shall not terminate and shall remain in effect. (d) . Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date, and the aggregate principal amount of Shares which such defaulting Underwriter agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Shares to be purchased on such date, then each non-defaulting Underwriter shall be obligated, severally, to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters. (b) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Shares, which such defaulting Underwriter agreed but failed or refused to purchase exceeds 10% of the aggregate number of the Shares to be purchased on such date, the non-defaulting Underwriters may in their discretion agree to use reasonable best efforts to arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (bc) If, within 48 hours after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters such default by any Underwriter, the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date does do not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements arrange for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares Securities that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesSecurities, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Securities on such terms. If other persons become obligated or agree to purchase the Shares Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date Date, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information, Information and the Registration Statement or the Prospectus Final Prospectuses or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information, Information and the Registration Statement or the Prospectus Final Prospectuses that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares Securities that remains unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number principal amount of all the Shares Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number aggregate principal amount of Shares Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number principal amount of Shares Securities that such Underwriter agreed to purchase on such datehereunder) of the Shares Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares Securities that remains unpurchased on the Closing Date unpurchased, exceeds 10% one-eleventh of the aggregate number principal amount of all the SharesSecurities to be purchased, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares Units that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Units by other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesUnits, then the Company Partnership shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Units on such terms. If other persons become obligated or agree to purchase the Shares Units of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Partnership may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares Units that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company or other persons as provided in paragraph (a) above, the aggregate number of such Shares Units that remains remain unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Shares Units to be purchased on such date, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Shares Units that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares Units that such Underwriter agreed to purchase on such date) of the Shares Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company or other persons as provided in paragraph (a) above, the aggregate number of such Shares Units that remains remain unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number amount of all the SharesUnits to be purchased on such date, or if the Company Partnership shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the CompanyPartnership, except that the Company and the Underwriters Partnership will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on at the Closing DateTime or the Date of Delivery, as the case may be, any Underwriter defaults on its obligation one or more of the Underwriters shall fail or refuse to purchase the Shares Securities that it has or they have agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares hereunder on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or the Prospectus or in any other document or arrangementdate, and the Company agrees to promptly prepare any amendment or supplement to the Time aggregate number of Sale Information, the Registration Statement or the Prospectus that effects any Securities which such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the nonagreed but failed or refused to purchase is not more than one-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date does not exceed 10% tenth of the aggregate number of all the Shares Securities to be purchased on such date, then the Company other Underwriters shall have be obligated severally in the right proportions that the number of Initial Securities set forth opposite their respective names in Schedule A hereto bears to require each the aggregate number of Initial Securities set forth opposite the names of all such non-defaulting Underwriter Underwriters, or in such other proportions as you may specify, to purchase the number of Shares that Securities which such defaulting Underwriter or Underwriters agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed but failed or refused to purchase on such date) ; provided that in no event shall the number of Securities that any Underwriter has agreed to purchase pursuant to the Shares Underwriting Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such defaulting number of Securities without the written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect shall fail or refuse to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Initial Securities and the Company as provided in paragraph (a) above, the aggregate number of Initial Securities with respect to which such Shares that remains unpurchased on the Closing Date exceeds 10% default occurs is more than one-tenth of the aggregate number of all the SharesInitial Securities to be purchased on such date, or if and arrangements satisfactory to you and the Company shall for the purchase of such Initial Securities are not exercise the right described in paragraph (b) abovemade within 36 hours after such default, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter or the Company. In any such case either you or the Company shall have the right to postpone the Closing Time, but in no event for damages caused by its longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Prospectus or in any other documents or arrangements may be effected. If, on the Date of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate number of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Option Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Securities or (ii) purchase not less than the number of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares Offered ADSs that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Offered ADSs by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesOffered ADSs, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Offered ADSs on such terms. If other persons become obligated or agree to purchase the Shares Offered ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the applicable Additional Closing Date, as the case may be, for up to five (5) full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 1012, purchases Shares Offered ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares Offered ADSs that remains remain unpurchased on the Closing Date or the applicable Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of all the Shares Offered ADSs to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares Offered ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares Offered ADSs that such Underwriter agreed to purchase on such date) of the Shares Offered ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares Offered ADSs that remains remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the aggregate number amount of all the SharesOffered ADSs to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Offered ADSs on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 12 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section Sections 11 and 13 hereof and except that the provisions of Section 7 Sections 9 and 11 hereof shall not terminate and shall remain in effect. Nothing contained herein shall relieve the Company from any of its obligations contained in Section 11 hereof. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, If any Underwriter defaults on shall default in its obligation to purchase the Shares that which it has agreed to purchase hereunderhereunder at a Closing Date, the non-defaulting Underwriters you may in their your discretion arrange for the you or another party or other parties to purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreementherein. If, If within 24 thirty-six hours after any such default by any Underwriter, the non-defaulting Underwriters Underwriter you do not arrange for the purchase of such Shares, then the Company and the Selling Stockholders shall be entitled to a further period of 24 thirty-six hours within which to procure another party or other persons parties satisfactory to the non-defaulting Underwriters you to purchase such Shares on such terms. If other persons become obligated or agree to In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholders that you have so arranged for the purchase the Shares of a defaulting Underwritersuch Shares, either the non-defaulting Underwriters or the Company may and the Selling Stockholders notify you that they have so arranged for the purchase of such Shares, you or the Company and the Selling Stockholders shall have the right to postpone the Closing Date for up to five full business days a period of not more than seven days, in order to effect any whatever changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be made necessary in the Time of Sale InformationRegistration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or the Prospectus that effects any such changesyour opinion may thereby be made necessary. As used in this Agreement, the The term “Underwriter” includes, for all purposes of as used in this Agreement unless the context otherwise requires, shall include any person not listed in Schedule 1 hereto that, pursuant substituted under this Section with like effect as if such person had originally been a party to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed Agreement with respect to purchasesuch Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Company and the Selling Stockholders as provided in paragraph subsection (a) above, the aggregate number of such Shares that which remains unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on at such dateClosing Date, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that which such Underwriter agreed to purchase hereunder on at such date plus such Underwriter’s Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number principal amount of Shares that which such Underwriter agreed to purchase on such datehereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Company and the Selling Stockholders as provided in paragraph subsection (a) above, the aggregate number of such Shares that which remains unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number of all of the SharesShares to be purchased at such Closing Date, or if the Company and the Selling Stockholders shall not exercise the right described in paragraph subsection (b) aboveabove to require non defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Closing Date, the obligations of the Underwriters to purchase and of the Selling Stockholders to sell the Optional Shares) shall terminate thereupon terminate, without liability on the part of any non defaulting Underwriter or the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Company or the part of the CompanySelling Stockholders, except that for the expenses to be borne by the Company and the Underwriters will continue to be liable for the payment of expenses as set forth provided in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain the indemnity and contribution agreements in effect. (d) Nothing contained Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter of any from liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares Securities that it has agreed to purchase hereunderhereunder (other than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof), the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Securities by other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesSecurities, then the Company Partnership shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Securities on such terms. If other persons become obligated or agree to purchase the Shares Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Partnership may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information, the Registration Statement or Information and the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information, the Registration Statement or Information and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in paragraph (aSection 10(a) above, the aggregate number principal amount of such Shares Securities that remains unpurchased on the Closing Date does not exceed 10% of the aggregate number principal amount of all the Shares to be purchased on such dateSecurities, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the number principal amount of Shares Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number principal amount of Shares Securities that such Underwriter agreed to purchase on such datehereunder) of the Shares Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in paragraph (aSection 10(a) above, the aggregate number principal amount of such Shares Securities that remains unpurchased on the Closing Date exceeds 10% of the aggregate number principal amount of all the SharesSecurities, or if the Company Partnership shall not exercise the right described in paragraph (bSection 10(b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the CompanyPartnership Parties, except that the Company and the Underwriters Partnership Parties will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date or each Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares Units that it has agreed to purchase hereunderhereunder on such date (other than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof), the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Units by other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesUnits, then the Company Partnership shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Units on such terms. If other persons become obligated or agree to purchase the Shares Units of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Partnership may postpone the Closing Date or each Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares Units that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in paragraph (a) above, the aggregate number of such Shares Units that remains remain unpurchased on the Closing Date or each Additional Closing Date, as the case may be, does not exceed 10% of the aggregate number of all the Shares Units to be purchased on such date, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Shares Units that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares Units that such Underwriter agreed to purchase on such date) of the Shares Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in paragraph (a) above, the aggregate number of such Shares Units that remains remain unpurchased on the Closing Date or each Additional Closing Date, as the case may be, exceeds 10% of the aggregate number amount of all the SharesUnits to be purchased on such date, or if the Company Partnership shall not exercise the right described in paragraph (b) above, then (i) with respect to the Closing Date, this Agreement or, (ii) with respect to each Additional Closing Date, the obligation of the Underwriters to purchase Units on each Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company▇▇▇▇▇▇▇▇ Parties, except that the Company and the Underwriters ▇▇▇▇▇▇▇▇ Parties will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, If any Underwriter defaults on shall default in its obligation to purchase the Shares that which it has agreed to purchase hereunderhereunder at a Time of Delivery, the non-defaulting Underwriters Representative may in their the Representative’s discretion arrange for the Representative or another party or other parties to purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreementherein. If, If within 24 thirty-six (36) hours after any such default by any Underwriter, Underwriter the non-defaulting Underwriters do Representative does not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 thirty-six (36) hours within which to procure another party or other persons parties satisfactory to the non-defaulting Underwriters Representative to purchase such Shares on such terms. If other persons become obligated or agree to In the event that, within the respective prescribed periods, the Representative notifies the Company that the Representative has so arranged for the purchase the Shares of a defaulting Underwritersuch Shares, either the non-defaulting Underwriters or the Company may notifies the Representative that it has so arranged for the purchase of such Shares, the Representative or the Company shall have the right to postpone the Closing Date such Time of Delivery for up to five full business days a period of not more than seven (7) days, in order to effect any whatever changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be made necessary in the Time of Sale InformationRegistration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or the Prospectus that effects any such changesRepresentative’s opinion may thereby be made necessary. As used in this Agreement, the The term “Underwriter” includes, for all purposes of as used in this Agreement unless the context otherwise requires, shall include any person not listed in Schedule 1 hereto that, pursuant substituted under this Section with like effect as if such person had originally been a party to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed Agreement with respect to purchasesuch Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Representative and the Company as provided in paragraph subsection (a) above, the aggregate number of such Shares that which remains unpurchased on the Closing Date does not exceed 10% one-tenth of the aggregate number of all the Shares to be purchased on at such dateTime of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that shares which such Underwriter agreed to purchase hereunder on at such date plus such Underwriter’s Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares that which such Underwriter agreed to purchase on such datehereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Representative and the Company as provided in paragraph (aSection 9(a) abovehereof, the aggregate number of such Shares that which remains unpurchased on the Closing Date exceeds 10% one-tenth of the aggregate number of all the SharesShares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in paragraph (bSection 9(b) abovehereof to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall terminate thereupon terminate, without liability on the part of the any non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of Underwriter or the Company, except that for the expenses to be borne by the Company as provided in Section 6 hereof and the Underwriters will continue to be liable for the payment of expenses as set forth indemnity and contribution agreements in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained 8 hereof; but nothing herein shall relieve a defaulting Underwriter of any from liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, If any Underwriter or Underwriters default in its or their obligations to purchase Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Shares that the Underwriters are obligated to purchase on such Closing Date or Option Closing Date, as the case may be, the Underwriters may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any Underwriter defaults on its obligation to purchase of the Shares that it has agreed to purchase hereunderUnderwriters, but if no such arrangements are made by such Closing Date or Option Closing Date, as the case may be, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares that such defaulting Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date, as the case may in their discretion arrange be. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur exceeds 10% of the total number of Shares that the Underwriters are obligated to purchase on such Closing Date or Option Closing Date, as the case may be, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Shares by other persons satisfactory are not made within 36 hours after such default, this Agreement will terminate, subject to the Company provisions of Section 12, without liability on the terms contained part of any non-defaulting Underwriter or the Company, except as provided in this AgreementSection 12. If, within 24 hours after Nothing herein will relieve a defaulting Underwriter from liability for its default. (b) In the event of any such default by any Underwriter, the non-defaulting Underwriters do which does not arrange for the purchase result in a termination of such Shares, then the Company shall be entitled to a further period of 24 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriterthis Agreement, either the non-defaulting Underwriters or the Company may shall have the right to postpone the Closing Date or the relevant Option Closing Date, as the case may be, for up to five full business days a period not exceeding seven days, in order to effect any required changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, to the Registration Statement or the Prospectus or in any other document documents or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or the Prospectus that effects any such changesarrangements. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, includes any person not listed in Schedule 1 hereto that, pursuant to substituted for an Underwriter under this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Dateany Time of Delivery, any Underwriter defaults on its obligation to purchase the Firm Shares or Optional Shares, as the case may be, that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Firm Shares or Optional Shares, as the case may be, by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Firm Shares or Optional Shares, as the case may be, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Firm Shares or Optional Shares, as the case may be, on such terms. If other persons become obligated or agree to purchase the Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date applicable Time of Delivery for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 109, purchases Designated Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Firm Shares or Optional Shares, as the case may be, that remains unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Firm Shares or Optional Shares, as the case may be, to be purchased on such dateat the respective Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Firm Shares or Optional Shares, as the case may be, that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s 's pro rata share (based on the number of Firm Shares or Optional Shares, as the case may be, that such Underwriter agreed to purchase on such datehereunder) of the Firm Shares or Optional Shares, as the case may be, of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Firm Shares or Optional Shares, as the case may be, that remains unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number of all Firm Shares or Optional Shares, as the Sharescase may be, to be purchased at the respective Time of Delivery, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 8 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 9 hereof and except that the provisions of Section 7 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares ADSs that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares ADSs by other persons satisfactory to the Company and the Selling Shareholders on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesADSs, then the Company and the Selling Shareholders shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares ADSs on such terms. If other persons become obligated or agree to purchase the Shares ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any required changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects to effect any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto I to the Pricing Agreement that, pursuant to this Section 1013, purchases Shares ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriters, the Company and the Company Selling Shareholders as provided in paragraph (a) above, the aggregate number of such Shares ADSs that remains remain unpurchased on the Closing Date does not exceed 10% of the aggregate number of all the Shares ADSs to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter shall be obligated to purchase the number of Shares ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares ADSs that such Underwriter agreed to purchase on such date) of the Shares ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriters, the Company and the Company Selling Shareholders as provided in paragraph (a) above, the aggregate number of such Shares ADSs that remains remain unpurchased on the Closing Date exceeds 10% of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) aboveADSs to be purchased on such date, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 13 shall be without liability on the part of the CompanyCompany or the Selling Shareholders, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 14 hereof for any non-defaulting Underwriters and except that the provisions of Section 7 Sections 9, 11(b), 11(c) and 11(d) hereof shall not terminate and shall remain in effecteffect mutatis mutandis. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Selling Shareholders or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) IfSubject to Sections 4 and 8 hereof, if, on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date (otherwise than for a failure of a condition set forth in Section 4 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 hereof), the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 109, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and Underwriters, the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the First Closing Date or the Option Closing Date, as the case may be, does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each the non-defaulting Underwriter to purchase Underwriters, severally, in the proportions that the number of Firm Shares that set forth opposite their respective names on Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such Underwriter agreed non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) . If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and Underwriters, the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the First Closing Date or the Option Closing Date, as the case may be, exceeds 10% of the aggregate number amount of all the SharesShares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) abovethe preceding sentence, then this Agreement or, with respect to any Option Closing Date, the obligation of the Underwriters to purchase Shares on the Option Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 12 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 5 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (dc) Nothing contained herein shall relieve If non-defaulting Underwriters or other persons become obligated or agree to purchase the Shares of a defaulting Underwriter Underwriter, either the non-defaulting Underwriters or the Company may postpone the First Closing Date or the Option Closing Date, as the case may be, for up to seven business days in order to effect any changes that in the opinion of any liability it may have to counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any non-other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. Any action taken under this Section 9 shall not relieve any defaulting Underwriter for damages caused by its defaultfrom liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters Representatives may in their discretion arrange for the purchase of such Shares by themselves, the non-defaulting Underwriters or by other persons reasonably satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters Representatives do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters Representatives to purchase such Shares on such terms. If other persons become obligated If, within the respective prescribed period, the Representatives shall have arranged for the purchase of such Shares, or agree to the Company shall have arranged for the purchase the Shares of a defaulting Underwritersuch Shares, either the non-defaulting Underwriters Representatives or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters Representatives may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangementarrangement relating to such purpose, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Underwritten Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriters, the Representatives and the Company as provided in paragraph (a) above, the aggregate number of such Underwritten Shares that remains remain unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on such dateUnderwritten Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of such Shares that such Underwriter agreed to purchase on such date) of the such Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number amount of all the SharesShares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company Company, the Selling Stockholders and the Selling Unitholders on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company Company, the Selling Stockholders and the Selling Unitholders shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Company, the Selling Stockholders and the Selling Unitholders may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Company, counsel for the Selling Stockholders or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 1014, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriters, the Company and the Company Selling Stockholders as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on such date, then the Company and the Selling Stockholders shall have the right to require each non-non- defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Company, the Selling Stockholders and the Selling Unitholders as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the aggregate number amount of all the SharesShares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 14 shall be without liability on the part of the Company, the LLC, the Selling Stockholders or the Selling Unitholders, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 15 hereof and except that the provisions of Section 7 11 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Selling Stockholders or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, Date any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters Underwriter may in their its discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do Underwriter does not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters Underwriter to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters Underwriter or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriter and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriter and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number amount of all the SharesShares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting UnderwritersUnderwriter. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Initial Closing Date or the Option Closing Date, as the case may be, any Underwriter one or more of the several Underwriters defaults on its obligation to purchase the Shares that it has or they have agreed to purchase hereunderhereunder on such date, and the aggregate number of the Shares which such defaulting Underwriter or Underwriters defaulted on its or their obligation to purchase does not exceed 10% of the aggregate number of the Shares to be purchased on such date, the non-defaulting Underwriters may in their discretion arrange make arrangements for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement, including any of the non-defaulting Underwriters. If, If no such arrangements are made within 24 48 hours after any such default by any Underwriter, the non-defaulting Underwriters do shall be obligated, severally and not arrange jointly, in the proportions that the number of Shares set forth opposite their respective names on Schedule 1 bears to the aggregate number of Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If on the Initial Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters defaults on its obligation to purchase the Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of the Shares which such defaulting Underwriter or Underwriters defaulted on its or their obligation to purchase exceeds 10% of the aggregate number of the Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such SharesShares are not made within 48 hours after such default, then this Agreement shall terminate without liability on the Company shall be entitled to a further period part of 24 hours within which to procure other persons satisfactory to the any non-defaulting Underwriters to purchase such Shares on such termsUnderwriter or the Company. If other persons become obligated or agree to purchase In the Shares event of a defaulting Underwriterdefault by any Underwriter or Underwriters as set forth in this Section 10, either the non-defaulting Underwriters Initial Closing Date or the Company Option Closing Date, as the case may postpone the Closing Date be, shall be postponed for up to such period, not exceeding five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any such default of any such default of any such Underwriter or Underwriters under this Agreement. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares Notes that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Notes by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesNotes, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Notes on such terms. If other persons become obligated or agree to purchase the Shares Notes of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares Notes that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares Notes that remains remain unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number principal amount of all the Shares Notes to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number aggregate principal amount of Shares Notes that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number aggregate principal amount of Shares Notes that such Underwriter agreed to purchase on such date) of the Shares Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares Notes that remains remain unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number amount of all the SharesNotes to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date or each Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares Units that it has agreed to purchase hereunderhereunder on such date (other than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof), the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Units by other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesUnits, then the Company Partnership shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Units on such terms. If other persons become obligated or agree to purchase the Shares Units of a defaulting Underwriter, either the non-defaulting non‑defaulting Underwriters or the Company Partnership may postpone the Closing Date or each Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares Units that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in paragraph (a) above, the aggregate number of such Shares Units that remains remain unpurchased on the Closing Date or each Additional Closing Date, as the case may be, does not exceed 10% of the aggregate number of all the Shares Units to be purchased on such date, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Shares Units that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares Units that such Underwriter agreed to purchase on such date) of the Shares Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in paragraph (a) above, the aggregate number of such Shares Units that remains remain unpurchased on the Closing Date or each Additional Closing Date, as the case may be, exceeds 10% of the aggregate number amount of all the SharesUnits to be purchased on such date, or if the Company Partnership shall not exercise the right described in paragraph (b) above, then (i) with respect to the Closing Date, this Agreement or, (ii) with respect to each Additional Closing Date, the obligation of the Underwriters to purchase Units on each Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the CompanyPartnership Parties, except that the Company and the Underwriters Partnership Parties will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) IfSubject to Sections 4 and 8 hereof, if, on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date (otherwise than for a failure of a condition set forth in Section 4 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 hereof), the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 109, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the First Closing Date or the Option Closing Date, as the case may be, does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each the non-defaulting Underwriter to purchase Underwriters, severally, in the proportions that the number of Firm Shares that set forth opposite their respective names on Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such Underwriter agreed non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) . If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Underwriters, as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the First Closing Date or the Option Closing Date, as the case may be, exceeds 10% of the aggregate number amount of all the SharesShares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) abovethe preceding sentence, then this Agreement or, with respect to any Option Closing Date, the obligation of the Underwriters to purchase Shares on the Option Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 9 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 5 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). (dc) Nothing contained herein shall relieve If non-defaulting Underwriters or other persons become obligated or agree to purchase the Shares of a defaulting Underwriter Underwriter, either the non-defaulting Underwriters or the Company may postpone the First Closing Date or the Option Closing Date, as the case may be, for up to seven business days in order to effect any changes that in the opinion of any liability it may have to counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any non-other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. Any action taken under this Section 9 shall not relieve any defaulting Underwriter for damages caused by its defaultfrom liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares Notes that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion discretion, within 24 hours thereafter, arrange for the purchase of all, but not less than all, such Shares Notes by other persons satisfactory reasonably acceptable to the Company on the terms contained in this Agreement. If, within 24 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares Notes of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business seven days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, includes any person not listed in Schedule 1 hereto that, pursuant to substituted for an Underwriter under this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase8. (b) If, after giving effect to any arrangements for the purchase of the Shares Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares Notes that remains unpurchased on the Closing Date does not exceed 10% of the aggregate number principal amount of all the Shares to be purchased on such dateNotes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number principal amount of Shares Notes that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number principal amount of Shares Notes that such Underwriter agreed to purchase on such datehereunder) of the Shares Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares Notes that remains unpurchased on the Closing Date exceeds 10% of the aggregate number principal amount of all the Shares, or if the Company shall not exercise the right described in paragraph (b) aboveNotes, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 8 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 9 hereof and except that the provisions of Section 7 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated the Underwriters notify the Company that they have so arranged for the purchase of such Shares of a defaulting Underwriter, or agree to the Company notifies the Underwriters that it has so arranged for the purchase the of such Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full seven business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% of the aggregate number amount of all the SharesShares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to the Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date or each Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares Units that it has agreed to purchase hereunderhereunder on such date (other than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof), the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Units by other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesUnits, then the Company Partnership shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Units on such terms. If other persons become obligated or agree to purchase the Shares Units of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Partnership may postpone the Closing Date or each Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares Units that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in paragraph (aSection 10(a) above, the aggregate number of such Shares Units that remains remain unpurchased on the Closing Date or each Additional Closing Date, as the case may be, does not exceed 10% of the aggregate number of all the Shares Units to be purchased on such date, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Shares Units that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares Units that such Underwriter agreed to purchase on such date) of the Shares Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in paragraph (aSection 10(a) above, the aggregate number of such Shares Units that remains remain unpurchased on the Closing Date or each Additional Closing Date, as the case may be, exceeds 10% of the aggregate number amount of all the SharesUnits to be purchased on such date, or if the Company Partnership shall not exercise the right described in paragraph Section 10 (b) above, then (i) with respect to the Closing Date, this Agreement or, (ii) with respect to each Additional Closing Date, the obligation of the Underwriters to purchase Units on each Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the CompanyValero Parties, except that the Company and the Underwriters Valero Parties will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information, the Registration Statement or Information and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information, the Registration Statement or Information and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 1011, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares that remains unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number principal amount of all the Shares to be purchased on such dateShares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number principal amount of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number principal amount of Shares that such Underwriter agreed to purchase on such datehereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares that remains unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number principal amount of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 11 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 12 hereof and except that the provisions of Section 7 8 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Selling Stockholders or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and, with respect to the Option Shares, the Selling Stockholders, on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and, if applicable, the Selling Stockholders, shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Stockholders may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 1012, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriters, the Company and the Company Selling Stockholders as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on such date, then the Company (and the Selling Stockholders in the case of Option Shares) shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s 's pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriters, the Company and the Company Selling Stockholders as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the aggregate number amount of all the SharesShares to be purchased on such date, or if the Company (and the Selling Stockholders in the case of Option Shares) shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Option Shares on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 12 shall be without liability on the part of the CompanyCompany and the Selling Stockholders, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 13 hereof and except that the provisions of Section 7 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Selling Stockholders or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares Offered ADSs that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Offered ADSs by other persons satisfactory to the Company and the Selling Shareholders on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesOffered ADSs, then the Company and the Selling Shareholders shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Offered ADSs on such terms. If other persons become obligated or agree to purchase the Shares Offered ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholders may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Company, counsel for the Selling Shareholders or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 1012, purchases Shares Offered ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriters, the Company and the Company Selling Shareholders as provided in paragraph (a) above, the aggregate number of such Shares Offered ADSs that remains remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of all the Shares Offered ADSs to be purchased on such date, then the Company and the Selling Shareholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares Offered ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares Offered ADSs that such Underwriter agreed to purchase on such date) of the Shares Offered ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriters, the Company and the Company Selling Shareholders as provided in paragraph (a) above, the aggregate number of such Shares Offered ADSs that remains remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the aggregate number amount of all the SharesOffered ADSs to be purchased on such date, or if the Company and the Selling Shareholders shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Offered ADSs on the Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 12 shall be without liability on the part of the Company, except that the Company and the Underwriters Selling Shareholders will continue to be liable for the payment of expenses as set forth in Section 11 13 hereof and except that the provisions of Section 7 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Selling Shareholders or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, Date any Underwriter defaults on its obligation to purchase the Shares ADSs that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares ADSs by other persons reasonably satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesADSs, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares ADSs on such terms. If other persons become obligated or agree to purchase the Shares ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 109, purchases Shares ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares ADSs that remains remain unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Shares ADSs to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares ADSs that such Underwriter agreed to purchase on such date) of the Shares ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares ADSs that remains remain unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number amount of all the SharesADSs to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 9 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 10 (but only with respect of the non-defaulting Underwriters) hereof and except that the provisions of Section 7 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares Offered Notes that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Offered Notes by other persons satisfactory to the Company Issuer on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesOffered Notes, then the Company Issuer shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Offered Notes on such terms. If other persons become obligated or agree to purchase the Shares Offered Notes of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Issuer may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Issuer or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company Issuer agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Offered Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Issuer as provided in paragraph (a) above, the aggregate number principal amount of such Shares Offered Notes that remains unpurchased on the Closing Date does not exceed 10% ten percent of the aggregate number principal amount of all the Shares to be purchased on such dateOffered Notes, then the Company Issuer shall have the right to require each non-defaulting Underwriter to purchase the number principal amount of Shares Offered Notes that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s 's pro rata share (based on the number principal amount of Shares Offered Notes that such Underwriter agreed to purchase on such datehereunder) of the Shares Offered Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Offered Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Issuer as provided in paragraph (a) above, the aggregate number principal amount of such Shares Offered Notes that remains unpurchased on the Closing Date exceeds 10% ten percent of the aggregate number principal amount of all the SharesOffered Notes, or if the Company Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Underwriters or the part of the CompanyIssuer, except that the Company and the Underwriters Issuer will continue to be liable for the payment of expenses as set forth in Section 11 10 hereof and except that the provisions of Section 7 5 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Issuer or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares Notes that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Notes by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesNotes, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Notes on such terms. If other persons become obligated or agree to purchase the Shares Notes of a defaulting Underwriter, either the non-defaulting non‑defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information, the Registration Statement or Information and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information, the Registration Statement or Information and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 109, purchases Shares Notes that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares Notes that remains unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number principal amount of all the Shares to be purchased on such dateNotes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number principal amount of Shares Notes that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number principal amount of Shares Notes that such Underwriter agreed to purchase on such datehereunder) of the Shares Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number principal amount of such Shares Notes that remains unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number principal amount of all the SharesNotes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 9 shall be without liability on the part of the CompanyCompany or the Guarantors, except that the Company and each of the Underwriters Guarantors will continue to be liable for the payment of expenses as set forth in Section 11 10 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Guarantors or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 1012, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number amount of all the SharesShares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 13 hereof and except that the provisions of Section 7 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, If any Underwriter or Underwriters default in its or their obligations to purchase Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Shares that the Underwriters are obligated to purchase on such Closing Date or Option Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any Underwriter defaults on its obligation to purchase of the Shares that it has agreed to purchase hereunderUnderwriters, but if no such arrangements are made by such Closing Date or Option Closing Date, as the case may be, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares that such defaulting Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date, as the case may in their discretion arrange be. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur exceeds 10% of the total number of Shares that the Underwriters are obligated to purchase on such Closing Date or Option Closing Date, as the case may be, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons satisfactory to are not made within 36 hours after such default, this Agreement will terminate, without liability on the part of any non-defaulting Underwriter, the Company on or the terms contained Selling Shareholders, except as provided in this AgreementSection 12. If, within 24 hours after Nothing herein will relieve a defaulting Underwriter from liability for its default. (b) In the event of any such default by any Underwriterwhich does not result in a termination of this Agreement, either the non-defaulting Underwriters do not arrange for the purchase of such Shares, then Representatives or the Company shall be entitled have the right to a further period of 24 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the relevant Option Closing Date, as the case may be, for up to five full business days a period not exceeding seven days, in order to effect any required changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, to the Registration Statement or the Prospectus or in any other document documents or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or the Prospectus that effects any such changesarrangements. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, includes any person not listed in Schedule 1 hereto that, pursuant to substituted for an Underwriter under this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing DateDate , any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons reasonably satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on such dateShares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such datehereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its defaultdefault (which damages, for the avoidance of doubt, may include, without limitation, the expenses incurred by the Company as set forth in Section 11 hereof).

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Depositary Shares that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Depositary Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Depositary Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Depositary Shares on such terms. If other persons become obligated or agree to purchase the Depositary Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Depositary Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Depositary Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Depositary Shares that remains remain unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Depositary Shares to be purchased on such datehereunder, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Depositary Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Depositary Shares that such Underwriter agreed to purchase on such datepurchase) of the Depositary Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Depositary Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Depositary Shares that remains remain unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number of all the SharesDepositary Shares to be purchased hereunder, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, If any Underwriter defaults on shall default in its obligation to purchase the Shares that which it has agreed to purchase hereunderhereunder at a Time of Delivery, the non-defaulting Underwriters you may in their your discretion arrange for the you or another party or other parties to purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreementherein. If, If within 24 thirty six hours after any such default by any Underwriter, the non-defaulting Underwriters Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 thirty six hours within which to procure another party or other persons parties satisfactory to the non-defaulting Underwriters you to purchase such Shares on such terms. If other persons become obligated or agree to In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase the Shares of a defaulting Underwritersuch Shares, either the non-defaulting Underwriters or the Company may notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone the Closing Date such Time of Delivery for up to five full business days a period of not more than seven days, in order to effect any whatever changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be made necessary in the Time of Sale InformationRegistration 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 or which in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or the Prospectus that effects any such changesyour opinion may thereby be made necessary. As used in this Agreement, the The term “Underwriter” includes, for all purposes of as used in this Agreement unless the context otherwise requires, shall include any person not listed in Schedule 1 hereto that, pursuant substituted under this Section with like effect as if such person had originally been a party to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed Agreement with respect to purchasesuch Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Company as provided in paragraph subsection (a) above, the aggregate number of such Shares that which remains unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on at such dateTime of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that shares which such Underwriter agreed to purchase hereunder on at such date plus such Underwriter’s Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares that which such Underwriter agreed to purchase on such datehereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Company as provided in paragraph subsection (a) above, the aggregate number of such Shares that which remains unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number of all the SharesShares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in paragraph subsection (b) aboveabove to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall terminate thereupon terminate, without liability on the part of the any non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of Underwriter or the Company, except that for the expenses to be borne by the Company and the Underwriters will continue to be liable for the payment of expenses as set forth provided in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain the indemnity and contribution agreements in effect. (d) Nothing contained Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter of any from liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunderhereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting non‑defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 107, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date does not exceed 10% one-tenth of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date, with such adjustments as the Representatives may make to eliminate fractional shares) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date exceeds 10% one-tenth of the aggregate number of all the SharesShares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 7 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof herein and except that the provisions of Section 7 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date or any Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Company, or counsel for the Underwriters Underwriters, may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains remain unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Optional Shares on the Additional Closing Date, as the case may be, pursuant to this Section 10 shall be without liability on the part of the Company, except that each of the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, any and the aggregate number of Securities which such defaulting Underwriter defaults on its obligation or Underwriters agreed but failed or refused to purchase does not exceed 10% of the Shares aggregate number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that it has agreed the number of Securities set forth opposite their respective names on Schedule A bears to purchase hereunderthe aggregate number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters may in their discretion arrange agreed but failed or refused to purchase on the Closing Date. If any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 6, 8, 9 and 10 hereof shall at all times be effective and shall survive such termination. In any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, case either the non-defaulting Underwriters or the Company may shall have the right to postpone the Closing Date Date, as the case may be, but in no event for up to five full business longer than seven days in order that the required changes, if any, to effect the Final Prospectus Supplement or any changes that in the opinion of counsel for the Company other documents or counsel for the Underwriters arrangements may be necessary in the Time of Sale Information, the Registration Statement or the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or the Prospectus that effects any such changeseffected. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, shall be deemed to include any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that substituted for a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then under this Agreement shall terminate without liability on the part of the non-defaulting UnderwritersSection 12. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.action taken under this

Defaulting Underwriter. (a) If, on the Closing Date or each Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares Units that it has agreed to purchase hereunderhereunder on such date (other than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof), the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares Units by other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 24 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesUnits, then the Company Partnership shall be entitled to a further period of 24 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares Units on such terms. If other persons become obligated or agree to purchase the Shares Units of a defaulting Underwriter, either the non-defaulting non‑defaulting Underwriters or the Company Partnership may postpone the Closing Date or each Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares Units that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in paragraph (aSection 10(a) above, the aggregate number of such Shares Units that remains remain unpurchased on the Closing Date or each Additional Closing Date, as the case may be, does not exceed 10% of the aggregate number of all the Shares Units to be purchased on such date, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Shares Units that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares Units that such Underwriter agreed to purchase on such date) of the Shares Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in paragraph (aSection 10(a) above, the aggregate number of such Shares Units that remains remain unpurchased on the Closing Date or each Additional Closing Date, as the case may be, exceeds 10% of the aggregate number amount of all the SharesUnits to be purchased on such date, or if the Company Partnership shall not exercise the right described in paragraph Section 10 (b) above, then (i) with respect to the Closing Date, this Agreement or, (ii) with respect to each Additional Closing Date, the obligation of the Underwriters to purchase Units on each Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the CompanyValero Parties, except that the Company and the Underwriters Valero Parties will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, If any Underwriter or Underwriters default in their obligations to purchase ADSs hereunder on the Closing Date and the aggregate number of ADSs that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of ADSs that the Underwriters are obligated to purchase on the Closing Date, the Underwriters may make arrangements satisfactory to the Company and the Selling Shareholder for the purchase of such ADSs by other persons, including any Underwriter defaults on its obligation to purchase of the Shares that it has agreed to purchase hereunderUnderwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters may shall be obligated severally, in proportion to their discretion arrange respective commitments hereunder, to purchase the ADSs that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate number of ADSs with respect to which such default or defaults occur exceeds 10% of the total number of ADSs that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Underwriters, the Company and the Selling Shareholder for the purchase of such Shares ADSs by other persons satisfactory to the Company are not made within 36 hours after such default, this Agreement will terminate without liability on the terms contained in this Agreement. If, within 24 hours after part of any such default by any non-defaulting Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days Selling Shareholder, except as provided in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or the Prospectus or in any other document or arrangement, Section 11 and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or the Prospectus that effects any such changesSection 15. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, includes any person not listed in Schedule 1 hereto that, pursuant to substituted for an Underwriter under this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters12. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters Nothing herein will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any from liability it may have to the Company Company, the Selling Shareholder or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Initial Closing Date or the Option Closing Date, as the case may be, any Underwriter one or more of the several Underwriters defaults on its obligation to purchase the Shares that it has or they have agreed to purchase hereunderhereunder on such date, and the aggregate number of the Shares which such defaulting Underwriter or Underwriters defaulted on its or their obligation to purchase does not exceed 10% of the aggregate number of the Shares to be purchased on such date, the non-defaulting Underwriters may in their discretion arrange make arrangements for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement, including any of the non-defaulting Underwriters. If, If no such arrangements are made within 24 48 hours after any such default by any Underwriter, the non-defaulting Underwriters do shall be obligated, severally and not arrange jointly, in the proportions that the number of Shares set forth opposite their respective names on Schedule 1 bears to the aggregate number of Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If on the Initial Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters defaults on its obligation to purchase the Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of the Shares which such defaulting Underwriter or Underwriters defaulted on its or their obligation to purchase exceeds 10% of the aggregate number of the Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such SharesShares are not made within 48 hours after such default, then this Agreement shall terminate without liability on the Company shall be entitled to a further period part of 24 hours within which to procure other persons satisfactory to the any non-defaulting Underwriters to purchase such Shares on such termsUnderwriter or the Company. If other persons become obligated or agree to purchase In the Shares event of a defaulting Underwriterdefault by any Underwriter or Underwriters as set forth in this Section 10, either the non-defaulting Underwriters Initial Closing Date or the Company Option Closing Date, as the case may postpone the Closing Date be, shall be postponed for up to such period, not exceeding five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any such default of any such default of any such Underwriter or Underwriters under this Agreement. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, If any Underwriter defaults on shall default in its obligation to purchase the Shares that which it has agreed to purchase hereunderhereunder at a Closing Date, the non-defaulting Underwriters you may in their your discretion arrange for the you or another party or other parties to purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreementherein. If, If within 24 thirty-six hours after any such default by any Underwriter, the non-defaulting Underwriters Underwriter you do not arrange for the purchase of such Shares, then the Company and the Selling Stockholders shall be entitled to a further period of 24 thirty-six hours within which to procure another party or other persons parties satisfactory to the non-defaulting Underwriters you to purchase such Shares on such terms. If other persons become obligated or agree to In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholders that you have so arranged for the purchase the Shares of a defaulting Underwritersuch Shares, either the non-defaulting Underwriters or the Company may and the Selling Stockholders notify you that they have so arranged for the purchase of such Shares, you or the Company and the Selling Stockholders shall have the right to postpone the Closing Date for up to five full business days a period of not more than seven days, in order to effect any whatever changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be made necessary in the Time of Sale InformationRegistration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or the Prospectus that effects any such changesyour opinion may thereby be made necessary. As used in this Agreement, the The term “Underwriter” includes, for all purposes of as used in this Agreement unless the context otherwise requires, shall include any person not listed in Schedule 1 hereto that, pursuant substituted under this Section with like effect as if such person had originally been a party to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed Agreement with respect to purchasesuch Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Company and the Selling Stockholders as provided in paragraph subsection (a) above, the aggregate number of such Shares that which remains unpurchased on the Closing Date does not exceed 10% one-eleventh of the aggregate number of all the Shares to be purchased on at such dateClosing Date, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that which such Underwriter agreed to purchase hereunder on at such date plus such Underwriter’s Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number principal amount of Shares that which such Underwriter agreed to purchase on such datehereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Company and the Selling Stockholders as provided in paragraph subsection (a) above, the aggregate number of such Shares that which remains unpurchased on the Closing Date exceeds 10% one-eleventh of the aggregate number of all of the SharesShares to be purchased at such Closing Date, or if the Company and the Selling Stockholders shall not exercise the right described in paragraph subsection (b) aboveabove to require non defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Closing Date, if applicable, the obligations of the Underwriters to purchase and of the Selling Stockholders to sell the Optional Shares) shall terminate thereupon terminate, without liability on the part of any non defaulting Underwriter or the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Company or the part of the CompanySelling Stockholders, except that for the expenses to be borne by the Company and the Underwriters will continue to be liable for the payment of expenses as set forth provided in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain the indemnity and contribution agreements in effect. (d) Nothing contained Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter of any from liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on at the Closing DateTime, any Underwriter defaults on its obligation to purchase the Depositary Shares that it has agreed to purchase hereunder, the non-defaulting Underwriters Representatives may in their discretion arrange for the purchase of such Depositary Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 24 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Depositary Shares of a defaulting Underwriter, either the non-defaulting Underwriters Representatives or the Company may postpone the Closing Date Time for up to five (5) full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale InformationRegistration Statement, the Registration Statement or Prospectus, the Prospectus Disclosure Package or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale InformationRegistration Statement, the Registration Statement Prospectus or the Prospectus Disclosure Package that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 10, purchases Depositary Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, at the Closing Time, after giving effect to any arrangements arrangement for the purchase of the Depositary Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Representatives and the Company as provided in paragraph (a) above, the aggregate number of such Depositary Shares that remains unpurchased on the Closing Date does not exceed 10% of the aggregate number of all of the Depositary Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate number of Depositary Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the aggregate number of Depositary Shares that such Underwriter agreed to purchase on such datehereunder) of the Depositary Shares of such defaulting Underwriter or Underwriters for which such arrangements have arrangement has not been made. (c) If, at the Closing Time, after giving effect to any arrangements for the purchase of the Depositary Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriter and the Company as provided in paragraph (a) above, the aggregate number of such Depositary Shares that remains unpurchased on the Closing Date exceeds 10% of the aggregate number of all of the SharesDepositary Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 4 hereof and except that the provisions of Section 7 Sections 1, 6, 7, 8, 12, 14, 15, 17 and 18 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Initial Closing Date or the Option Closing Date, as the case may be, any Underwriter one or more of the several Underwriters defaults on its obligation to purchase the Shares that it has or they have agreed to purchase hereunderhereunder on such date, and the aggregate number of the Shares which such defaulting Underwriter or Underwriters defaulted on its or their obligation to purchase does not exceed 10% of the aggregate number of the Shares to be purchased on such date, the non-defaulting Underwriters may in their discretion arrange make arrangements for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement, including any of the non-defaulting Underwriters. If, If no such arrangements are made within 24 48 hours after any such default by any Underwriter, the non-defaulting Underwriters do shall be obligated, severally and not arrange jointly, in the proportions that the number of Shares set forth opposite their respective names on Schedule 1 bears to the aggregate number of Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If on the Initial Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters defaults on its obligation to purchase the Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of the Shares which such defaulting Underwriter or Underwriters defaulted on its or their obligation to purchase exceeds 10% of the aggregate number of the Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such SharesShares are not made within 48 hours after such default, then this Agreement shall terminate without liability on the Company shall be entitled to a further period part of 24 hours within which to procure other persons satisfactory to the any non-defaulting Underwriters to purchase such Shares on such termsUnderwriter or the Company. If other persons become obligated or agree to purchase In the Shares event of a defaulting Underwriterdefault by any Underwriter or Underwriters as set forth in this Section 10, either the non-defaulting Underwriters Initial Closing Date or the Company Option Closing Date, as the case may postpone the Closing Date be, shall be postponed for up to such period, not exceeding five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Time of Sale Information, the Registration Statement or and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information, the Registration Statement or and the Prospectus that effects any such changes. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any such default of any such default of any such Underwriter or Underwriters under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remains unpurchased on the Closing Date exceeds 10% of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.