Common use of Defaulting Underwriters Clause in Contracts

Defaulting Underwriters. If any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-non defaulting Underwriters shall be obligated to purchase the Underwritten Securities as to which the such defaulting Underwriter agreed but failed to purchase deliver payment on such Delivery Date in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total aggregate principal amount of the Initial Securities set forth thereinopposite the name of each remaining non defaulting Underwriter in Schedule A hereto bears to the aggregate principal amount of the Initial Securities set forth opposite the names of all the remaining non defaulting Underwriters in Schedule A hereto; provided, however, that the remaining non-non defaulting Underwriters shall not be obligated to purchase any of the Underwritten Securities on the such Delivery Date if the aggregate principal amount of the Underwritten Securities as to which the defaulting Underwriter or Underwriters agreed but failed to purchase deliver payment on such date exceeds 9.9910% of the total aggregate principal amount of the SecuritiesUnderwritten Securities to be delivered on such Delivery Date, and any remaining non-non defaulting Underwriter shall not be obligated to purchase more than 11010% of the aggregate principal amount of the Underwritten Securities set forth in that it agreed to purchase on such Delivery Date pursuant to the Terms Agreement to be purchased by itterms of Section 2. If the foregoing maximums are exceeded, the remaining non-non defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the SecuritiesUnderwritten Securities to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the principal amount Underwritten Securities as to which the defaulting Underwriter or Underwriters agreed but failed to purchasedeliver payment on such Delivery Date, this Agreement (or, with respect to any Option Securities Delivery Date, the obligation of the Underwriters to purchase, and of the Terms Agreement Company to sell, the Option Securities) shall terminate without liability on the part of any non-non defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 6 and 1011. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 9, purchases Underwritten Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters Underwriters are obligated or agree to purchase the Underwritten Securities of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If any Underwriter defaults in the performance of its obligations under this Agreementto purchase Offered Securities hereunder and the aggregate principal amount of Offered Securities that such defaulting Underwriter agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities, the remaining Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any Underwriter, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities which the that such defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting purchase. If any Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if so defaults and the aggregate principal amount of the Offered Securities with respect to which the defaulting Underwriter such default or Underwriters agreed but failed to purchase on such date defaults occur exceeds 9.9910% of the total principal amount of the Securities, Offered Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters arrangements satisfactory to the Representatives who so agree, shall have and the right, but shall Company for the purchase of such Offered Securities by other persons are not be obligated, to purchase, in made within 36 hours after such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchasedefault, this Agreement and the Terms Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10 hereof and except that the Company will continue to be liable to the non-defaulting Underwriter or Underwriters for the payment of expenses to the extent set forth in Sections 5 Section 6 and 10Section 12 hereof. As used in this Agreement, the term “Underwriter” includes (along with the parties mentioned in Schedule 1) for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, purchases Offered Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default, including liability of any defaulting Underwriter for expenses referred to in Section 12 hereof. If other underwriters Underwriters are obligated or agree to purchase the Offered Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven (7) 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If (a) If, on the Closing Date, any Underwriter defaults in the performance of its obligations to purchase the Securities that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that by the remaining non-defaulting Underwriters shall not be obligated or other persons satisfactory to purchase any Securities the Partnership on the Delivery Date if terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the aggregate non-defaulting Underwriters do not arrange for the purchase of such principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining then the Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the such principal amount of Securities set forth in on such terms. In the Terms Agreement to be purchased by it. If event that within the foregoing maximums are exceededrespective prescribed periods, the remaining non-defaulting UnderwritersUnderwriters notify the Partnership that they have so arranged for the purchase of such principal amount of Securities, or those other underwriters satisfactory to the Representatives who so agree, shall have Partnership notifies the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except Underwriters that the Company will continue to be liable it has so arranged for the payment purchase of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter such principal amount of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing UnderwriterSecurities, either the Representatives non-defaulting Underwriters or the Company Partnership may postpone the Delivery Closing Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement, and the Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in paragraph (a) above, the aggregate principal amount of Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of Securities then the Partnership shall have the right to require each non-defaulting Underwriter to purchase the aggregate principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the aggregate principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the aggregate principal amount of Securities that it agreed to purchase on the Closing Date pursuant to the terms of Section 2. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in paragraph (a) above, the aggregate principal amount of Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the 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 9 shall be without liability on the part of the Partnership, except that the Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 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 Partnership or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriters. If any one or more of the Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter defaults or Underwriters under the Terms Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this the Terms Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase the Securities which the defaulting Underwriter agreed but failed to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule A of the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriters agreed but failed to purchase on such date exceeds 9.99shall exceed 10% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of Securities set forth in Schedule A of the Terms Agreement to be purchased by it. If the foregoing maximums are exceededAgreement, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or the Company, except that Republic. In the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter event of any liability it may such default that does not result in a termination of the Terms Agreement, the non-defaulting Underwriters shall have the right to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Closing Date for up to seven full a period not exceeding five 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 Registration Statement, the Disclosure Package, the Statement or Final Prospectus or in any other document documents or arrangementarrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 10. Nothing contained in this Standard Terms shall relieve any defaulting Underwriter of its liability, if any, to the Republic and any non-defaulting Underwriter for damages occasioned by its default under the Terms Agreement.

Defaulting Underwriters. If (a) If, on either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter shall be obligated to purchase the Securities Shares which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; on such Delivery Date provided, however, that the remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase any Securities of the Shares on the such Delivery Date if the aggregate principal amount total number of the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.999.09% of the total principal amount number of the SecuritiesShares to be purchased on such Delivery Date, and any remaining the non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount number of Securities set forth in Shares which it agreed to purchase on such Delivery Date pursuant to the Terms Agreement to be purchased by itterms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriter shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, purchase all the SecuritiesShares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do non-defaulting Underwriter does not elect to purchase the principal amount Shares which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Delivery Date, this Agreement (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Terms Agreement Company to sell, the Option Shares) shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 6 and 1011. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, purchases Firm Shares which a defaulting Underwriter agreed but failed to purchase. (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities Shares of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. (1) If on any one of the Closing Dates, any one or more of the Underwriters is or are in default with its or their obligation to pay for the New Shares that they have agreed to pay for on such date pursuant to the Underwriting Agreement, Article 11 of the Underwriting Agreement shall apply. (2) In the event that any Underwriter defaults in the performance of on its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed pay amounts owed by it pursuant to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement Underwriting Agreement, the other Underwriters shall terminate without liability assume their proportionate share (determined on the part basis of their Commitments) of such obligations except as expressly provided otherwise in this Agreement or in the Underwriting Agreement, but no such assumption shall affect any obligation or liability of any non-such defaulting Underwriter or the Company, except that the Company will continue to be liable Underwriter. (3) The Joint Bookrunners may borrow at then current interest rates for the payment account of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing each Underwriter, either the Representatives or the Company may postpone the Delivery Date for up in proportion to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters such Underwriter’s respective Commitment, such amounts as may be necessary in order to ensure that payments to the Registration StatementCompany can be effected as specified in the Underwriting Agreement. As an alternative to borrowing, the Disclosure PackageJoint Bookrunners may lend as principals, and may charge interest at then current rates on, such amounts as referred to in the preceding sentence, in proportion to each Underwriter’s respective Commitment. Any amounts due from any Underwriter as a result of any borrowings made for its account by the Joint Bookrunners, or any loan made to it, shall be payable forthwith upon demand. (4) In the event of the failure of any Underwriter to tender payment for any of the New Shares to be subscribed by it pursuant to the terms of the Underwriting Agreement, the Prospectus Joint Bookrunners shall have the right to arrange for other persons, who may include the Joint Bookrunners and any of the other Underwriters, to procure the purchase of or in any other document or arrangementto purchase the New Shares which such defaulting Underwriter agreed to subscribed, but without relieving such defaulting Underwriter from liability for its default.

Defaulting Underwriters. If any Underwriter defaults or Underwriters default in the performance of its their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase Securities hereunder on any Delivery Date and the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount aggregate number of shares of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the such defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99does not exceed 10% of the total principal amount number of Securities that the Underwriters are obligated to purchase on such Delivery Date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the SecuritiesUnderwriters, and any remaining but if no such arrangements are made by such Delivery Date, the non-defaulting Underwriter Underwriters shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchaseseverally, in such proportion as may be agreed upon among themto their respective commitments hereunder, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Delivery Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Securities that the Underwriters are obligated to purchase on such Delivery Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement and the Terms Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 16 (provided that if such default occurs with respect to Option Securities after the Company Initial Delivery Date, this Agreement will continue to be liable for the payment of expenses not terminate as to the extent set forth Firm Shares and Firm Warrants or any Option Shares or Option Warrants purchased prior to such termination). As used in Sections 5 and 10this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained herein shall will relieve a defaulting Underwriter of any from liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If any Underwriter defaults in the performance of its obligations under this a Terms Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the number of shares or principal amount of Securities set forth in opposite the Terms Agreement to be purchased by name of each remaining non-defaulting Underwriter set forth therein in Schedule A to the Terms Agreement bears to the total number of shares or principal amount of the Securities set forth thereinopposite the names of all the remaining non-defaulting Underwriters in Schedule A to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Closing Date if the aggregate number of shares or principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.999.09% of the total number of shares or principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of shares or principal amount of Securities set forth in opposite its name on Schedule A to the Terms Agreement to be purchased by itAgreement. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Closing Date for up to seven 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 Disclosure Package, the Prospectus or any supplement thereto or in any other document or arrangement.

Defaulting Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by the Underwriter defaults or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase the Securities which the defaulting Underwriter agreed but failed to purchase take up and pay for (in the respective proportions which the principal amount of Series A Securities or Series B Securities, as applicable, set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein opposite their names on Schedule II hereto bears to the total principal aggregate amount of the Series A Securities or Series B Securities, as applicable, set forth thereinopposite the names of all the remaining Underwriters) the Series A Securities or Series B Securities, as applicable, which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if event that the aggregate principal amount of the Series A Securities or Series B Securities, as applicable, which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99shall exceed 10% of the total principal aggregate amount of Series A Securities or Series B Securities, as applicable, set forth on Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and any remaining if such non-defaulting Underwriter shall Underwriters do not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Series A Securities or Series B Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, as applicable, this Agreement and the Terms Agreement shall will terminate without any liability on the part of to any non-defaulting Underwriter or the Company, except that . In the Company will continue to be liable for the payment event of expenses to the extent a default by any Underwriter as set forth in Sections 5 and 10. Nothing contained herein this Section 11, the Time of Delivery shall relieve a defaulting Underwriter of any liability it may have to the Company be postponed for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwritersuch period, either not exceeding five Business Days, as the Representatives or the Company may postpone the Delivery Date for up to seven full business days shall determine in order that the required changes 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 Disclosure Package, Time of Sale Prospectus and the Final Prospectus (including by means of a free writing prospectus) or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Defaulting Underwriters. If (a) If, on any Delivery Date, any Underwriter defaults in the performance of its obligations to purchase the Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase of such Stock by the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated or other persons satisfactory to purchase any Securities the Company and the Selling Stockholders that are selling Stock on such Delivery Date on the Delivery Date if terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter Underwriters do not arrange for the purchase of such Stock, then the Company and the Selling Stockholders that are selling Stock on such Delivery Date shall not be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase more than 110% of such Stock on such terms. In the principal amount of Securities set forth in event that within the Terms Agreement to be purchased by it. If the foregoing maximums are exceededrespective prescribed periods, the remaining non-defaulting Underwriters notify the Company and the Selling Stockholders that are selling Stock on such Delivery Date that they have so arranged for the purchase of such Stock, or the Company or the Selling Stockholders that are selling Stock on such Delivery Date notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Stock, either the non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter Company or the Company, except Selling Stockholders that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company selling Stock on such Delivery Date may postpone the such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Company, counsel for the Selling Stockholders that are selling Stock on such Delivery Date or counsel for the Underwriters may be necessary in the Registration Statement, the Disclosure Package, 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 Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 11, purchases Stock that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Stockholders that are selling Stock on such Delivery Date as provided in Section 11(a), the total number of shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of shares of all the Stock to be purchased at such Delivery Date, then the Company and such Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the total number of shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of shares of Stock that such Underwriter agreed to purchase hereunder) of the Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 3. (c) If, after giving effect to any arrangements for the purchase of the Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Stockholders that are selling Stock on such Delivery Date as provided in Section 11(a), the total number of shares of Stock that remains unpurchased exceeds one-eleventh of the total number of shares of all the Stock to be purchased at such Delivery Date, or if the Company and such Selling Stockholders shall not exercise the right described in Section 11(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the Company and the Selling Stockholders, except that the Company and the Selling Stockholders will continue to be liable for the payment of expenses as set forth in Sections 8 and 13, as applicable, and except that the provisions of Section 10 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, the Selling Stockholders or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriters. If any Underwriter defaults in the performance of its obligations under this a Terms Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the number of shares or principal amount of Securities set forth in opposite the Terms Agreement to be purchased by name of each remaining non-defaulting Underwriter set forth therein in Schedule A to the Terms Agreement bears to the total number of shares or principal amount of the Securities set forth thereinopposite the names of all the remaining non-defaulting Underwriters in Schedule A to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Closing Date if the aggregate number of shares or principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.999.09% of the total number of shares or principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of shares or principal amount of Securities set forth in opposite its name on Schedule A to the Terms Agreement to be purchased by itAgreement. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Closing Date for up to seven 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 Disclosure Package, the Prospectus or any supplement thereto or in any other document or arrangement.

Defaulting Underwriters. If (a) If, on the Closing Date, any Underwriter defaults in on its obligation to purchase the performance of its obligations under this AgreementSecurities that it has agreed to purchase hereunder, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase the of such Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears other persons satisfactory to the total principal amount of Company on the Securities set forth therein; providedterms contained in this Agreement. If, howeverwithin 36 hours after any such default by any Underwriters, that the remaining non-defaulting Underwriters shall do not be obligated to arrange for the purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of such Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in on such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its defaultterms. If other underwriters are persons become obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Company may postpone the Delivery Closing Date for up to seven 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 StatementTime of Sale Prospectus, the Disclosure Package, the Prospectus Offering Memorandum 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 Prospectus 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 II hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities 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 such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the 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 Securities 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 such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, 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 or the Subsidiary Guarantors, except that the Company and the Subsidiary Guarantors will continue to be liable for the payment of expenses as set forth in Section 7 hereof and except that the provisions of Section 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, the Subsidiary Guarantors or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriters. If any Underwriter defaults or Underwriters shall default in its or their obligation to take up and pay for the performance of its obligations under this AgreementSecurities to be purchased by it or them hereunder, the remaining non-defaulting Underwriters shall be obligated take up and pay for (in addition to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in they are obligated to purchase hereunder) the Terms Agreement principal amount of Securities agreed to be purchased by each remaining non-all such defaulting Underwriter Underwriters as hereinafter set forth therein bears to the total principal amount of the Securities set forth thereinforth; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on event that the Delivery Date if the aggregate principal amount of the Securities which the all Underwriters so defaulting Underwriter or Underwriters shall have agreed but failed to purchase on such date exceeds 9.99take up and pay for shall exceed 10% of the total principal amount of the Securities, and any remaining the non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any of the Securities, to purchase, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or the Company. If non-defaulting Underwriters take up and pay for all Securities agreed to be purchased by all such defaulting Underwriters, except that such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such amount or amounts as the Manager may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities set opposite the names of such non-defaulting Underwriters herein. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will continue to be liable not sell any Securities hereunder unless all of the Underwriters' Securities are purchased by the Underwriters (or by substituted underwriters selected by the Manager with the approval of the Company or selected by the Company with the Manager's approval). If a new underwriter or underwriters are substituted by the Underwriters or by the Company for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to or Underwriters in accordance with the foregoing provisions, the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may Manager shall have the right to postpone the Delivery Closing Date for up to seven full a period not exceeding five business days in order to effect any that necessary changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Disclosure Package, the Statement and Prospectus or and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any other document or arrangement.underwriter substituted under this Section 8 with like effect as if such substituted underwriter had

Defaulting Underwriters. If (a) If, on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter defaults in on its obligation to purchase the performance of its obligations under this AgreementOffered Securities that it has agreed to purchase hereunder on such date, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase the of such Offered Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears other persons satisfactory to the total principal amount of Company on the Securities set forth therein; providedterms contained in this Agreement. If, howeverwithin 36 hours after any such default by any Underwriter, that the remaining non-defaulting Underwriters shall do not be obligated to arrange for the purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Offered Securities, and any remaining then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of such Offered Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in on such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its defaultterms. If other underwriters are persons become obligated or agree to purchase the Offered Securities of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Company may postpone the Delivery First Closing Date or the Option Closing Date, as the case may be, for up to seven 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 Disclosure Package, Statement 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 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 I hereto that, pursuant to this Section 11, purchases Offered Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate amount of Offered Securities that remain unpurchased on the First Closing Date or the Option Closing Date, as the case may be, does not exceed one-eleventh of the aggregate amount of Offered Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the amount of Offered Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the amount of Offered Securities that such Underwriter agreed to purchase on such date) of the Offered 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 Offered Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate amount of Offered Securities that remain unpurchased on the First Closing Date or the Option Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Offered Securities 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 Option Closing Date, the obligation of the Underwriters to purchase Option Securities 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 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 5(k) hereof and except that the provisions of Section 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 or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriters. 6.1 If on any one of the Closing Dates, any one or more of the Underwriters is or are in default with its or their obligation to pay for the New Shares that they have agreed to pay for on such date pursuant to the Underwriting Agreement, Article 11 of the Underwriting Agreement shall apply. 6.2 In the event that any Underwriter defaults in the performance of on its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed pay amounts owed by it pursuant to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement Underwriting Agreement, the other Underwriters shall terminate without liability assume their proportionate share (determined on the part basis of their Commitments) of such obligations except as expressly provided otherwise in this Agreement or in the Underwriting Agreement, but no such assumption shall affect any obligation or liability of any non-such defaulting Underwriter or the Company, except that the Company will continue to be liable Underwriter. 6.3 The Joint Bookrunners may borrow at then current interest rates for the payment account of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing each Underwriter, either the Representatives or the Company may postpone the Delivery Date for up in proportion to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters such Underwriter’s respective Commitment, such amounts as may be necessary in order to ensure that payments to the Registration StatementCompany can be effected as specified in the Underwriting Agreement. As an alternative to borrowing, the Disclosure PackageJoint Bookrunners may lend as principals, and may charge interest at then current rates on, such amounts as referred to in the preceding sentence, in proportion to each Underwriter’s respective Commitment. Any amounts due from any Underwriter as a result of any borrowings made for its account by the Joint Bookrunners, or any loan made to it, shall be payable forthwith upon demand. 6.4 In the event of the failure of any Underwriter to tender payment for any of the New Shares to be subscribed by it pursuant to the terms of the Underwriting Agreement, the Prospectus Joint Bookrunners shall have the right to arrange for other persons, who may include the Joint Bookrunners and any of the Co-Lead Managers, to procure the purchase of or in any other document or arrangementto purchase the New Shares which such defaulting Underwriter agreed to subscribed, but without relieving such defaulting Underwriter from liability for its default.

Defaulting Underwriters. If any Underwriter defaults or Underwriters shall default in its or their obligation to take up and pay for the performance of its obligations under this AgreementSecurities to be purchased by it or them hereunder, the remaining non-defaulting Underwriters shall be obligated take up and pay for (in addition to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in they are obligated to purchase hereunder) the Terms Agreement principal amount of Securities agreed to be purchased by each remaining non-all such defaulting Underwriter Underwriters as hereinafter set forth therein bears to the total principal amount of the Securities set forth thereinforth; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on event that the Delivery Date if the aggregate principal amount of the Securities which the all Underwriters so defaulting Underwriter or Underwriters shall have agreed but failed to purchase on such date exceeds 9.99take up and pay for shall exceed 10% of the total principal amount of the Securities, and any remaining the non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any of the Securities, to purchase, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or the Company. If non-defaulting Underwriters take up and pay for all Securities agreed to be purchased by all such defaulting Underwriters, except that such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such amount or amounts as the Manager may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities set opposite the names of such non-defaulting Underwriters herein. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will continue to be liable not sell any Securities hereunder unless all of the Underwriters' Securities are purchased by the Underwriters (or by substituted underwriters selected by the Manager with the approval of the Company or selected by the Company with the Manager's approval). If a new underwriter or underwriters are substituted by the Underwriters or by the Company for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to or Underwriters in accordance with the foregoing provisions, the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may Manager shall have the right to postpone the Delivery Closing Date for up to seven full a period not exceeding five business days in order to effect any that necessary changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Disclosure Package, the Statement and Prospectus or and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any other document or arrangement.underwriter substituted under this Section 7 with like effect as if such substituted underwriter had

Defaulting Underwriters. If any Underwriter defaults in the performance of its obligations under this a Terms Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the number of shares or principal amount of Securities set forth in opposite the Terms Agreement to be purchased by name of each remaining non-defaulting Underwriter set forth therein in Schedule A to the Terms Agreement bears to the total number of shares or principal amount of the Securities set forth thereinopposite the names of all the remaining non-defaulting Underwriters in Schedule A to the Terms Agreement; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Closing Date if the aggregate number of shares or principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% [9.09%] of the total number of shares or principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than [110% %] of the number of shares or principal amount of Securities set forth in opposite its name on Schedule A to the Terms Agreement to be purchased by itAgreement. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Closing Date for up to seven 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 Disclosure Package, the Prospectus or any supplement thereto or in any other document or arrangement.

Defaulting Underwriters. If any Underwriter defaults or Underwriters default in the performance of its their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase Securities hereunder on any Delivery Date and the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount aggregate number of shares of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the such defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99does not exceed 10% of the total principal amount number of shares of Securities that the Underwriters are obligated to purchase on such Delivery Date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the SecuritiesUnderwriters, and any remaining but if no such arrangements are made by such Delivery Date, the non-defaulting Underwriter Underwriters shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchaseseverally, in such proportion as may be agreed upon among themto their respective commitments hereunder, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Delivery Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Securities that the Underwriters are obligated to purchase on such Delivery Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement and the Terms Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 16 (provided that if such default occurs with respect to Option Securities after the Company Initial Delivery Date, this Agreement will continue to be liable for the payment of expenses not terminate as to the extent set forth Firm Shares and Firm Warrants or any Option Shares or Option Warrants purchased prior to such termination). As used in Sections 5 and 10this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained herein shall will relieve a defaulting Underwriter of any from liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-non defaulting Underwriters shall be obligated to purchase the Underwritten Securities as to which the such defaulting Underwriter agreed but failed to purchase deliver payment on such Delivery Date in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total aggregate principal amount of the Initial Securities set forth thereinopposite the name of each remaining non defaulting Underwriter in Schedule 1 hereto bears to the aggregate principal amount of the Initial Securities set forth opposite the names of all the remaining non defaulting Underwriters in Schedule 1 hereto; provided, however, that the remaining non-non defaulting Underwriters shall not be obligated to purchase any of the Underwritten Securities on the such Delivery Date if the aggregate principal amount of the Underwritten Securities as to which the defaulting Underwriter or Underwriters agreed but failed to purchase deliver payment on such date exceeds 9.99[ ]% of the total aggregate principal amount of the SecuritiesUnderwritten Securities to be delivered on such Delivery Date, and any remaining non-non defaulting Underwriter shall not be obligated to purchase more than 110[ ]% of the aggregate principal amount of the Underwritten Securities set forth in that it agreed to purchase on such Delivery Date pursuant to the Terms Agreement to be purchased by itterms of Section 2. If the foregoing maximums are exceeded, the remaining non-non defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the SecuritiesUnderwritten Securities to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount shares as to which the defaulting Underwriter or Underwriters agreed but failed to purchasedeliver payment on such Delivery Date, this Agreement (or, with respect to any Option Securities Delivery Date, the obligation of the Underwriters to purchase, and of the Terms Agreement Company to sell, the Option Securities) shall terminate without liability on the part of any non-non defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 6 and 1011. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Underwritten Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters Underwriters are obligated or agree to purchase the Underwritten Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement. For purposes of this Section 9 only, if the Underwritten Securities as to which such defaulting Underwriter failed to deliver payment on such Delivery Date include Debt Warrants, the aggregate amount or aggregate principal amount of Underwritten Securities shall mean the aggregate principal amount of any Underwritten Securities plus the public offering price of any Debt Warrants included in the relevant Underwritten Securities.

Defaulting Underwriters. If (a) If, on the applicable Closing Date, any Underwriter defaults in the performance of its obligations to purchase the Offered Securities that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase of such Offered Securities by the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated or other persons satisfactory to purchase any Securities the Company on the Delivery Date if terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter Underwriters do not arrange for the purchase of such Offered Securities, then the Company shall not be obligated entitled to purchase more than 110% a further period of 36 hours within which to procure other persons satisfactory to the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase such Offered Securities on such terms. In the principal amount which event that within the defaulting Underwriter or Underwriters agreed but failed to purchaserespective prescribed periods, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriters notify the Company that they have so arranged for the purchase of such Offered Securities, or the Company, except Company notifies the non-defaulting Underwriters that the Company will continue to be liable it has so arranged for the payment purchase of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwritersuch Offered Securities, either the Representatives non-defaulting Underwriters or the Company may postpone the Delivery applicable Closing Date for up to seven 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 Disclosure Package, 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 Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Offered Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Securities 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 such Offered Securities that remain unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Offered Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Offered Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Offered Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the aggregate principal of Offered Securities that it agreed to purchase on the applicable Closing Date pursuant to the terms of Section 4. (c) If, after giving effect to any arrangements for the purchase of the Offered Securities 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 such Offered Securities that remain unpurchased exceeds one-eleventh of the aggregate principal amount of all the Offered Securities, 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 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 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 Underwriters. If If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities Firm Shares which the defaulting Underwriter agreed but failed to purchase in on the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth thereinDelivery Date; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities of the Firm Shares on the Delivery Date if the aggregate principal amount total number of the Securities Firm Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount number of Firm Shares to be purchased on the SecuritiesDelivery Date, and any remaining the non-defaulting Underwriter Underwriters shall not be obligated to purchase more than 110% of the principal amount number of Securities set forth in Firm Shares which they have agreed to purchase on the Terms Agreement Delivery Date pursuant to be purchased by itthe terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the SecuritiesFirm Shares to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the principal amount shares which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Delivery Date, this Agreement and the Terms Agreement shall terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the Company, except for the indemnity and contribution agreements set forth in Section 8 and that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Section 11. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, purchases Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities Firm Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If any Underwriter defaults in the performance of its obligations under this a Terms Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the number or principal amount of Securities set forth in opposite the Terms Agreement to be purchased by name of each remaining non-defaulting Underwriter set forth therein in Schedule A to the Terms Agreement bears to the total number or principal amount of the Securities set forth thereinopposite the names of all the remaining non-defaulting Underwriters in Schedule A to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Closing Date if the aggregate number or principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.999.09% of the total number or principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number or principal amount of Securities set forth in opposite its name on Schedule A to the Terms Agreement to be purchased by itAgreement. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Closing Date for up to seven 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 Disclosure Package, the Prospectus or any supplement thereto or in any other document or arrangement.

Defaulting Underwriters. If any Underwriter defaults in the performance of its obligations under this a Terms Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the number of shares or principal amount of Securities set forth in opposite the Terms Agreement to be purchased by name of each remaining non-defaulting Underwriter set forth therein in Schedule A to the Terms Agreement bears to the total number of shares or principal amount of the Securities set forth thereinopposite the names of all the remaining non-defaulting Underwriters in Schedule A to the Terms Agreement; provided, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Closing Date if the aggregate number of shares or principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.999.09% of the total number of shares or principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of shares or principal amount of Securities set forth in opposite its name on Schedule A to the Terms Agreement to be purchased by itAgreement. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Closing Date for up to seven 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 Disclosure Package, the Prospectus or any supplement thereto or in any other document or arrangement.

Defaulting Underwriters. If Until such time as the terms of this Agreement shall cease to be applicable to an Offering, you authorize the Representatives to arrange for the purchase by other persons, who may include any of the Underwriters, of any Securities not taken up and paid for by any Underwriter defaults in the performance default of its obligations under this the Underwriting Agreement. If such arrangements are made, the remaining respective amounts of the Securities to be purchased by the non-defaulting Underwriters and such other persons shall be obligated to purchase taken as the Securities which basis for all rights and obligations hereunder; but this shall not in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages 7 resulting from its default, nor shall any such default relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement, except as herein or therein provided. In event of a default by an Underwriter in respect of its obligations under the Underwriting Agreement to take up and pay for any Securities agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining nonit thereunder or a failure by an Underwriter to deliver any securities sold or over-defaulting allotted by the Representatives for the account of such Underwriter set forth therein bears pursuant to Section 10 hereof or to bear, subject to the total principal provisions of Section 7(b) hereof, if applicable, its Initial Commitment Percentage of expenses or liabilities pursuant to Sections 12, 14 and 15 hereof, and to the extent that arrangements shall not have been made by us for any other persons to assume the obligations of such Underwriter, you agree (subject to any limitations contained in the Underwriting Agreement) to assume your proportionate share, based upon the percentage that the amount of the Securities set forth therein; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated Underwriting Agreement opposite your name bears to purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Underwriting Agreement to be purchased by it. If opposite the foregoing maximums are exceeded, the remaining names of all non-defaulting Underwriters, or those other underwriters satisfactory to of the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in obligations of such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting relieving such Underwriter of any its liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangementtherefor.

Defaulting Underwriters. If any Underwriter defaults or Underwriters shall default in its or their obligation to take up and pay for the performance of its obligations under this AgreementSecurities to be purchased by it or them hereunder, the remaining non-defaulting Underwriters shall be obligated take up and pay for (in addition to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in they are obligated to purchase hereunder) the Terms Agreement principal amount of Securities agreed to be purchased by each remaining non-all such defaulting Underwriter Underwriters as hereinafter set forth therein bears to the total principal amount of the Securities set forth thereinforth; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on event that the Delivery Date if the aggregate principal amount of the Securities which the that all Underwriters so defaulting Underwriter or Underwriters shall have agreed but failed to purchase on such date exceeds 9.99take up and pay for shall exceed 10% of the total principal amount of the Securities, and any remaining the non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or the Company. If non-defaulting Underwriters take up and pay for all Securities agreed to be purchased by all such defaulting Underwriters, except that such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such amount or amounts as the Manager may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities set opposite the names of such non-defaulting Underwriters herein. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will continue to be liable not sell any Securities hereunder unless all of the Underwriters' Securities are purchased by the Underwriters (or by substituted underwriters selected by the Manager with the approval of the Company or selected by the Company with the Manager's approval). If a new underwriter or underwriters are substituted by the Underwriters or by the Company for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to or Underwriters in accordance with the foregoing provisions, the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may Manager shall have the right to postpone the Delivery Closing Date for up to seven full a period not exceeding five business days in order to effect any that necessary changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Disclosure Package, the Statement and Prospectus or and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any other document or arrangementunderwriter substituted under this Section 7 with like effect as if such substituted underwriter had originally been named herein.

Defaulting Underwriters. If any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-non- defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.999.09% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If any Underwriter defaults or Underwriters default in the performance of its their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Offered Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities hereunder on the Delivery Closing Date if and the aggregate principal amount of the Offered Securities which the that such defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99does not exceed 10% of the total principal amount of Offered Securities that the SecuritiesUnderwriters are obligated to purchase on the Closing Date, and the Underwriters may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any remaining of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriter Underwriters shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchaseseverally, in such proportion as may be agreed upon among themto their respective commitments hereunder, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Underwriters and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement and the Terms Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. Any termination of this Agreement pursuant to this Section 8 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses to the extent as set forth in Section 4 hereof and except that the provisions of Sections 5 6, 7 and 10. Nothing contained herein 8 hereof shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days not terminate and shall remain 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 Disclosure Package, the Prospectus or in any other document or arrangementeffect.

Defaulting Underwriters. If any Underwriter defaults shall default at the Firm Closing Date or any Option Closing Date in its obligation to purchase the performance of its obligations Securities that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for themselves or another firm or corporation or firms or corporations to purchase such Securities on the terms contained herein. If, within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another firm or corporation or firms or corporations which are members in good standing of the National Association of Securities Dealers, Inc. and reasonably satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. In the event that, within the respective prescribed period, the non-defaulting Underwriters shall notify the Company that they have so arranged for the purchase of such Securities, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Securities, the non-defaulting Underwriters or the Company shall have the right to postpone the Firm Closing Date or any Option Closing Date for such Securities, as the case may be, for a period of not more than seven days in order to effect whatever changes may thereby be obligated made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus that in the opinion of the non-defaulting Underwriters may thereby be made necessary. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company, the number of such Securities that remains unpurchased does not exceed one-tenth of the total number of Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities that such Underwriter agreed to purchase under this Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities that such Underwriter agreed to purchase under this Agreement) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company, the number of Securities that remains unpurchased exceeds one-tenth of the total number of Securities, or if the Company shall not exercise the right to require non-defaulting Underwriters to purchase the Securities which the of a defaulting Underwriter agreed but failed or Underwriters, then this Agreement or, with respect to purchase in any Option Closing Date that occurs after the respective proportions which Firm Closing Date, the principal amount obligation of Securities set forth in the Terms Agreement Underwriters to purchase, and of the Company to sell, the Option Shares to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase and sold on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agreeOption Closing Date, shall have the rightthereupon terminate, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that for the expenses to be borne by the Company will continue to be liable for and the payment of expenses to Underwriters as provided in Section 4(k) hereof and the extent set forth indemnity and contribution agreements in Sections 5 and 10. Nothing contained Section 6 hereof; but nothing herein shall relieve a defaulting Underwriter of any from liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If any Underwriter defaults or Underwriters default in the performance of its their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase Securities hereunder on any Delivery Date and the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount aggregate number of shares of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the such defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99does not exceed 10% of the total principal amount number of shares of Securities that the Underwriters are obligated to purchase on such Delivery Date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the SecuritiesUnderwriters, and any remaining but if no such arrangements are made by such Delivery Date, the non-defaulting Underwriter Underwriters shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchaseseverally, in such proportion as may be agreed upon among themto their respective commitments hereunder, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Delivery Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Securities that the Underwriters are obligated to purchase on such Delivery Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement and the Terms Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 16 (provided that if such default occurs with respect to Option Securities after the Company Initial Delivery Date, this Agreement will continue to be liable for the payment of expenses not terminate as to the extent set forth Firm Shares and Firm Warrants or any Option Shares or Option Warrants purchased prior to such termination). As used in Sections 5 and 10this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained herein shall will relieve a defaulting Underwriter of any from liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If (a) If, on the Closing Date, any Underwriter defaults in on its obligation to purchase the performance of its obligations under this AgreementSecurities that it has agreed to purchase hereunder, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase the of such Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears other persons satisfactory to the total principal amount of Company on the Securities set forth therein; providedterms contained in this Agreement. If, howeverwithin 36 hours after any such default by any Underwriters, that the remaining non-defaulting Underwriters shall do not be obligated to arrange for the purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of such Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in on such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its defaultterms. If other underwriters are persons become obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Company may postpone the Delivery Closing Date for up to seven 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 StatementTime of Sale Information, the Disclosure Package, the Prospectus Offering Memorandum 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 Prospectus 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 I hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities 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 such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the 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 Securities 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 such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, 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 or the Subsidiary Guarantors, except that the Company and the Subsidiary Guarantors will continue to be liable for the payment of expenses as set forth in Section 7 hereof and except that the provisions of Section 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, the Subsidiary Guarantors or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriters. If If, on the Closing Date or the Option Closing ----------------------- Date, as the case may be, any one or more of the Underwriters shall default in its or their obligations to take up and pay for the Debt Securities or otherwise fail or refuse to purchase Debt Securities which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Debt Securities which such defaulting Underwriter defaults in or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the performance aggregate principal of its obligations under this Agreementthe Debt Securities to be purchased on such date, the remaining non-defaulting Underwriters may make arrangements satisfactory to the Company and the non- defaulting Underwriters for the purchase of such Debt Securities, but if no such arrangements are made, the non-defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed to purchase severally in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of Debt Securities set forth opposite their names in the Underwriting Agreement bear to the aggregate principal amount of Debt Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Managers may specify, to purchase the Underwriters' Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date exceeds 9.99% date; provided that in no event shall the aggregate principal amount of -------- Debt Securities which any non-defaulting Underwriter has agreed to purchase pursuant to the Underwriting Agreement be increased pursuant to this paragraph by an amount in excess of one-ninth of such principal amount of Debt Securities without the written consent of such non-defaulting Underwriter. In any such case either the Managers or the Company shall have the right to postpone the Closing Date, or the Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase Debt Securities and the aggregate principal amount of Debt Securities with respect to which such default occurs is more than one-tenth of the total aggregate principal amount of the Debt Securities, and any remaining non-defaulting Underwriter shall arrangements satisfactory to the Managers and the Company for the purchase of such Debt Securities are not be obligated made within 36 hours after such default, this Agreement, or with respect to the Option Closing Date, the obligations of the Underwriters to purchase more than 110% and of the principal amount of Company to sell, the Additional Underwriters' Securities set forth in the Terms Agreement to be purchased by it. If and sold on the foregoing maximums are exceededOption Closing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein Any action taken under this paragraph shall not relieve a any defaulting Underwriter from liability in respect of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities default of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangementsuch Underwriter under this Agreement.

Defaulting Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by the Underwriter defaults or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names on Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth thereinpurchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if event that the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99shall exceed 10% of the total principal aggregate amount of the Securities set forth on Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and any remaining if such non-defaulting Underwriter shall Underwriters do not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall will terminate without any liability on the part of to any non-defaulting Underwriter or the Company, except that . In the Company will continue to be liable for the payment event of expenses to the extent a default by any Underwriter as set forth in Sections 5 and this Section 10. Nothing contained herein , the Time of Delivery shall relieve a defaulting Underwriter of any liability it may have be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase Registration Statement and the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Defaulting Underwriters. If If, on the Closing Date, any Underwriter defaults in one or more of the performance of its obligations Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase on such date under this the Terms Agreement, and the remaining nonaggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-defaulting tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed to purchase severally in the respective proportions which that the principal amount of Securities set forth opposite their respective names in Schedule A of the Terms Agreement bears to be purchased by each remaining the principal amount of Securities set forth opposite the names of all such non-defaulting Underwriter set forth therein bears to Underwriters, or in such other proportions as the total principal amount of the Securities set forth therein; providedRepresentatives may specify, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date exceeds 9.99% of the total principal amount of the Securitiesdate; provided, and any remaining non-defaulting Underwriter however, that in no event shall not be obligated to purchase more than 110% of the principal amount of Securities set forth that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such principal amount of Securities without the Terms Agreement to be purchased by itwritten consent of such Underwriter. If the foregoing maximums are exceededwithin 36 hours after such default by any Underwriter or Underwriters, the remaining non-defaulting UnderwritersUnderwriters do not arrange for the purchase of such Securities, then the Republic shall be entitled to a further period of 36 hours within which to procure another party or those other underwriters parties reasonably satisfactory to the Representatives who so agree, Underwriters to purchase such Securities on such terms. In any such case either the Underwriters or the Republic shall have the rightright to postpone the Closing Date, but shall not be obligated, to purchasein no event for longer than seven days, in such proportion as order that the required changes, if any, in the Registration Statement, the Preliminary Prospectus and the Final Term Sheet and the Final Prospectus or in any other documents or arrangements may be agreed upon among them, all the effected. The term “Underwriter” as used in these Standard Terms shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the aggregate principal amount of Securities which remains unpurchased is more than one-tenth of the defaulting Underwriter or Underwriters agreed but failed aggregate principal amount of Securities to purchasebe purchased on the Closing Date, this Agreement and then the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Republic. Nothing contained herein Any action taken under this paragraph shall not relieve a any defaulting Underwriter from liability in respect of any liability it may have to the Company for damages caused by its defaultdefault of such Underwriter. If other underwriters are obligated any Terms Agreement shall be terminated by the Underwriters, or agree any of them, because of any failure or refusal on the part of the Republic to purchase comply with the Securities terms or to fulfill any of a defaulting the conditions of such Terms Agreement, or withdrawing Underwriterif for any reason the Republic shall be unable to perform its obligations under such Terms Agreement, either the Representatives Republic will reimburse the Underwriters or such Underwriters as have so terminated such Terms Agreement with respect to themselves, severally, for all reasonable and documented out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) incurred by such Underwriters in connection with this Agreement or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangementoffering contemplated thereunder.

Defaulting Underwriters. If any Underwriter defaults or Underwriters default in the performance of its their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Offered Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities hereunder on the Delivery Closing Date if and the aggregate principal amount number of the Offered Securities which the that such defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Underwriters may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the SecuritiesUnderwriters, and any remaining but if no such arrangements are made by the Closing Date, the non-defaulting Underwriter Underwriters shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchaseseverally, in such proportion as may be agreed upon among themto their respective commitments hereunder, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total number of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Underwriters and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement and the Terms Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 11. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses to the extent as set forth in Section 5 hereof and except that the provisions of Sections 5 7 and 10. Nothing contained herein 8 hereof shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days not terminate and shall remain 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 Disclosure Package, the Prospectus or in any other document or arrangementeffect.

Defaulting Underwriters. If If, any one or more of the Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter defaults hereunder on the Closing Date, and such failure constitutes a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Securities by other persons satisfactory to the Depositor and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated to purchase the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date in the respective proportions which the principal amount of Securities set forth in opposite the Terms Agreement to be purchased by name of each remaining non-defaulting Underwriter set forth therein in Schedule 1 hereto bears to the total aggregate principal amount of the Securities set forth thereinopposite the names of all the remaining non-defaulting Underwriters in Schedule 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities on the Delivery Closing Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% one-eleventh of the total aggregate principal amount of the SecuritiesSecurities to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of the Securities set forth in which it agreed to purchase on the Terms Agreement Closing Date pursuant to be purchased by itthe terms of Section . If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Depositor do not elect to purchase the principal amount Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyDepositor, except that the Company Depositor will continue to be liable for the payment of expenses to the extent set forth in Sections 5 8 and 1012 and except that the provisions of Sections 9 and 10 shall not terminate and shall remain in effect. Nothing contained herein shall relieve As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto who, pursuant to this Section , purchases Securities which a defaulting Underwriter of any liability it may have agreed but failed to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangementpurchase.

Defaulting Underwriters. If (a) If, on the First Closing Date or the Optional Closing Date, as the case may be, any Underwriter defaults in on its obligation to purchase the performance of its obligations under this AgreementOffered Securities that it has agreed to purchase hereunder on such date, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase the of such Offered Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears other persons satisfactory to the total principal amount of Company on the Securities set forth therein; providedterms contained in this Agreement. If, howeverwithin 36 hours after any such default by any Underwriter, that the remaining non-defaulting Underwriters shall do not be obligated to arrange for the purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Offered Securities, and any remaining then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of such Offered Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in on such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its defaultterms. If other underwriters are persons become obligated or agree to purchase the Offered Securities of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Company may postpone the Delivery First Closing Date or the Optional Closing Date, as the case may be, for up to seven 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 Disclosure Package, Statement 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 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 I hereto that, pursuant to this Section 11, purchases Offered Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate amount of Offered Securities that remain unpurchased on the First Closing Date or the Optional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate amount of Offered Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the amount of Offered Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the amount of Offered Securities that such Underwriter agreed to purchase on such date) of the Offered 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 Offered Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate amount of Offered Securities that remain unpurchased on the First Closing Date or the Optional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Offered Securities 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 Optional Closing Date, the obligation of the Underwriters to purchase Option Securities on the Optional 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 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 5(i) hereof and except that the provisions of Section 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 or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriters. If If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities principal amount of Corporate PIES which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the principal amount of Securities the Firm Corporate PIES set forth in opposite the Terms Agreement to be purchased by name of each remaining non-defaulting Underwriter set forth therein in Schedule 1 hereto bears to the total aggregate principal amount of the Securities Firm Corporate PIES set forth thereinopposite the names of all the remaining non-defaulting Underwriters in Schedule 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities of the Corporate PIES on the such Delivery Date if the total aggregate principal amount of the Securities Corporate PIES which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.999.09% of the total aggregate principal amount of the SecuritiesCorporate PIES to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the total aggregate principal amount of Securities set forth in the Terms Agreement Corporate PIES which it agreed to be purchased by itpurchase on such Delivery Date pursuant to the terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Lehman Brothers Inc. who so agree, shall have the right, but shall not be obligated▇▇ ▇▇ligated, to purchase, in such proportion as may be agreed upon among them, all the Securitiestotal aggregate principal amount of Corporate PIES to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Lehman Brothers Inc. do not elect to purchase the on such Delivery Date th▇ ▇▇▇▇egate principal amount of Corporate PIES which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Delivery Date, this Agreement (or, with respect to the Option Delivery Date, the obligation of the Underwriters to purchase, and of the Terms Agreement Company to sell, the Option Corporate PIES) shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 6 and 1011. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, purchases Corporate PIES which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities Corporate PIES of a defaulting or withdrawing Underwriter, either the Representatives Lehman Brothers Inc. or the Company may postpone the Delivery Date for up to ▇▇ ▇▇ seven full business days in order to effect any changes that in the opinion of counsel for to the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If (a) If, on the Closing Date or any Additional Closing Date, as the case may be, any Underwriter defaults in on its obligation to purchase the performance of its obligations under this AgreementClosing Units or Option Securities that it has agreed to purchase hereunder on such date, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase the of such Closing Units or Option Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears other persons satisfactory to the total principal amount of Company on the Securities set forth therein; providedterms contained in this Agreement. If, howeverwithin 48 hours after any such default by any Underwriter, that the remaining non-defaulting Underwriters shall do not be obligated to arrange for the purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter such Closing Units or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Option Securities, and any remaining then the Company shall be entitled to a further period of 48 hours within which to arrange for other persons satisfactory to the non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of such Closing Units or Option Securities set forth in the Terms Agreement to be purchased by iton such terms. If the foregoing maximums are exceededIf, the remaining non-defaulting Underwriters, or those other underwriters satisfactory pursuant to the Representatives who so agreepreceding two sentences, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are persons become obligated or agree to purchase the Closing Units or Option Securities of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Company may postpone the Delivery Closing Date or any Additional Closing Date, as the case may be, for up to seven full business days 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 Pricing Disclosure Package, the Final Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, Pricing Disclosure Package or the Final Prospectus 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 I hereto that, pursuant to this Section 13(a), purchases Closing Units or Option Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Closing Units or Option Securities of a defaulting Underwriter or Underwriters as provided in Section 13(a) hereof, the aggregate number of such Closing Units or Option Securities that remains unpurchased on the Closing Date or any Additional Closing Date, as the case may be, does not exceed 10% of the aggregate number of all the Closing Units or Option Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Closing Units or Option Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Closing Units or Option Securities that such Underwriter agreed to purchase hereunder on such date) of the Closing Units or Option Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that in no event shall the number of Closing Units or Option Securities that any Underwriter has agreed to purchase on such date pursuant to this Agreement be increased pursuant to this Section 13(b) by an amount in excess of 10% of such principal amount without the written consent of such Underwriter. (c) If, after giving effect to any arrangements for the purchase of the Closing Units or Option Securities of a defaulting Underwriter or Underwriters as provided in Section 13(a) hereof, the aggregate number of such Closing Units or Option Securities that remains unpurchased on the Closing Date or any Additional Closing Date, as the case may be, exceeds 10% of the aggregate of all the Closing Units or Option Securities to be purchased on such date, or if the Company shall not exercise the right described in Section 13(b) hereof, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Closing Units or Option Securities on such Additional Closing Date shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 13(c) shall be without liability on the part of the Company, except that the Company shall continue to be liable for the payment of expenses under Section 6 and Section 11 hereof and except that the provisions of Section 8 and Section 9 hereof shall at all times be effective and shall survive any such termination. (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 Underwriters. If (a) If, on any Delivery Date, any Underwriter defaults in the performance of its obligations to purchase the Firm Securities or Option Securities that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase of such Firm Securities or Option Securities by the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated or other persons satisfactory to purchase any Securities the Company on the Delivery Date if terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter Underwriters do not arrange for the purchase of such Firm Securities or Option Securities, as the case may be, then the Company shall not be obligated entitled to purchase more than 110% a further period of 36 hours within which to procure other persons satisfactory to the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase such Firm Securities or Option Securities on such terms. In the principal amount which event that within the defaulting Underwriter or Underwriters agreed but failed to purchaserespective prescribed periods, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriters notify the Company that they have so arranged for the purchase of such Firm Securities or Option Securities, or the Company, except Company notifies the non-defaulting Underwriters that the Company will continue to be liable it has so arranged for the payment purchase of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated such Firm Securities or agree to purchase the Securities of a defaulting or withdrawing UnderwriterOption Securities, either the Representatives non-defaulting Underwriters or the Company may postpone the such Delivery Date for up to seven 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 Disclosure Package, 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 Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Firm Securities or Option Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Firm Securities or Option Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the total number of Firm Securities or Option Securities that remains unpurchased does not exceed one-eleventh of the total number of Firm Securities or Option Securities, as the case may be, to be purchased on such Delivery Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Firm Securities or Option Securities, as the case may be, that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Firm Securities or Option Securities that such Underwriter agreed to purchase hereunder) of the Firm Securities or Option Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Firm Securities or Option Securities that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. (c) If, after giving effect to any arrangements for the purchase of the Firm Securities or Option Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the total number of Firm Securities or Option Securities that remains unpurchased exceeds one-eleventh of the total number of Firm Securities or Option Securities, as the case may be, 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 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 7 and 12 and except that the provisions of Section 9 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 Underwriters. If (a) If, on the Closing Date or the applicable Additional Closing Date, as the case may be, any Underwriter defaults in on its obligation to purchase the performance of its obligations under this AgreementShares that it has agreed to purchase hereunder on such date, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased such Shares by each remaining non-defaulting Underwriter set forth therein bears other persons satisfactory to the total principal amount of Sellers on the Securities set forth therein; providedterms contained in this Agreement. If, howeverwithin 36 hours after any such default by any Underwriter, that the remaining non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Sellers shall not be obligated entitled to purchase any Securities on a further period of 36 hours within which to procure other persons satisfactory to the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability Shares on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its defaultsuch terms. If other underwriters are persons become obligated or agree to purchase the Securities Shares of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Company Sellers may postpone the Delivery Closing Date or such Additional Closing Date, as the case may be, for up to seven 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 Registration Statement, the Disclosure Package, Statement 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 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 I hereto that, pursuant to this Section 12, 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 Sellers as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or such Additional Closing Date, as the case may be, does not exceed 10% of the aggregate number of Shares to be purchased on such date, then the Sellers 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 Sellers as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or such Additional Closing Date, as the case may be, exceeds 10% of the aggregate amount of Shares to be purchased on such date, or if the Sellers 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 12 shall be without liability on the part of the Sellers, except that the provisions of Section 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, the Selling Stockholders or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriters. If any an Underwriter defaults shall default in its ----------------------- obligation to purchase the performance of its obligations Securities that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears may in its discretion arrange for itself or another firm or corporation or firms or corporations to purchase such Securities on the terms contained herein. If, within thirty-six hours after such default by an Underwriter, the non-defaulting Underwriter does not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another firm or corporation or firms or corporations to purchase such Securities on such terms. In the event that, within the respective prescribed period, the non-defaulting Underwriter shall notify the Company that it has so arranged for the purchase of such Securities, or the Company notifies the non-defaulting Underwriter that it has so arranged for the purchase of such Securities, the non-defaulting Underwriter or the Company shall have the right to postpone the Closing Date for such Securities for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the total Registration Statement or the Prospectus that in the opinion of the non-defaulting Underwriter may thereby be made necessary. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter by the non-defaulting Underwriter and the Company, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Securities, then the Company shall have the right to require the non-defaulting Underwriter to purchase the principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated Underwriter agreed to purchase under this Agreement and, in addition, to require the non-defaulting Underwriter to purchase the Securities of the defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Securities on of the Delivery Date if defaulting Underwriter by the non-defaulting Underwriter and the Company, the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date that remains unpurchased exceeds 9.99% one-eleventh of the total aggregate principal amount of the Securities, and any remaining or if the Company shall not exercise the right to require the non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which Securities of the defaulting Underwriter or Underwriters agreed but failed to purchaseUnderwriter, then this Agreement and the Terms Agreement shall terminate thereupon terminate, without liability on the part of any the non-defaulting Underwriter or the Company, except that for the expenses to be borne by the Company will continue to be liable for and the payment of expenses to Underwriters as provided in Section 4(j) hereof and the extent set forth indemnity and contribution agreements in Sections 5 and 10. Nothing contained Section 6 hereof; but nothing herein shall relieve a defaulting Underwriter of any from liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If any Underwriter defaults or Underwriters shall default in its or their obligation to take up and pay for the performance Offered Securities to be purchased by it or them hereunder and, (i) the aggregate principal amount of its obligations under this AgreementOffered Securities which the defaulting Underwriters agreed but failed to purchase is 10% or less of the aggregate principal amount of all of the Offered Securities, the remaining non-defaulting Underwriters whether one or more, or the Company, may make arrangements satisfactory to the Company and the non-defaulting Underwriters for the purchase of such Offered Securities by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities which the defaulting Underwriter Underwriters agreed but failed to purchase purchase; provided that in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if no event (ii) the aggregate principal amount of the offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99is more than 10% of the total aggregate principal amount of all of the Securities, Offered Securities and any remaining arrangements satisfactory to the non-defaulting Underwriter shall Underwriters and the Company for the purchase of such Offered Securities are not be obligated to purchase more than 110% of made by the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Company within thirty-six hours after such default, the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Underwriting Agreement and the Terms Agreement shall will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the Company. Without relieving any defaulting Underwriter from its obligations hereunder, except that the Company agrees with the non-defaulting Underwriters that it will continue to be liable not sell any Offered Securities hereunder unless all of the Offered Securities are purchased by the Underwriters (or by substituted underwriters selected by the Manager with the approval of the Company or selected by the Company with the Manager's approval). If a new underwriter or underwriters are substituted by the Underwriters or by the Company for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to or Underwriters in accordance with the foregoing provisions, the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may Manager shall have the right to postpone the Delivery Closing Date for up to seven full a period not exceeding five business days in order to effect any that necessary changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Disclosure Package, the Statement and Prospectus or and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any other document or arrangementunderwriter substituted under this Section 7 with like effect as if such substituted underwriter had originally been named herein.

Defaulting Underwriters. (a) If any Underwriter defaults shall default in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated obligation to purchase the Securities Shares which it has agreed to purchase hereunder at a Time of Delivery, and the amount of Shares not purchased does not exceed ten percent of the aggregate number of Shares to be purchased at such Time of Delivery, then each non defaulting Underwriter agreed but failed to purchase (including the Underwriters, if any, substituted in the respective proportions which the principal amount of Securities manner set forth in subsection (b)) shall purchase the Terms Agreement number of shares which such Underwriter agreed to be purchased by purchase hereunder at such Time of Delivery and, in addition, to require each remaining non-non defaulting Underwriter set forth therein bears to purchase its pro rata share (based on the total principal amount number of Shares which such Underwriter agreed to purchase hereunder) of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount Shares of the Securities which the such defaulting Underwriter or Underwriters agreed for which such arrangements have not been made; but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to the Company for damages caused by its default. . (b) If other underwriters are obligated or agree any Underwriter shall default in its obligation to purchase the Securities Shares which it has agreed to purchase hereunder at a Time of Delivery, and the amount of Shares not purchased exceeds ten percent of the aggregate number of Shares to be purchased at such Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a defaulting further period of thirty-six hours within which to procure another party or withdrawing Underwriterother parties satisfactory to you to purchase such Shares on such terms. In the event that, either within the Representatives respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, 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 such Time of Delivery Date for up to a period of not more than seven full business days 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 Registration StatementStatement or the Prospectus, the Disclosure Package, the Prospectus or in any other document documents or arrangementarrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

Defaulting Underwriters. If any Underwriter defaults or Underwriters shall default in its or their obligation to take up and pay for the performance of its obligations under this AgreementSecurities to be purchased by it or them hereunder, the remaining non-defaulting Underwriters shall be obligated take up and pay for (in addition to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in they are obligated to purchase hereunder) the Terms Agreement principal amount of Securities agreed to be purchased by each remaining non-all such defaulting Underwriter Underwriters as hereinafter set forth therein bears to the total principal amount of the Securities set forth thereinforth; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on event that the Delivery Date if the aggregate principal amount of the Securities which the all Underwriters so defaulting Underwriter or Underwriters shall have agreed but failed to purchase on such date exceeds 9.99take up and pay for shall exceed 10% of the total principal amount of the Securities, and any remaining the non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any of the Securities, to purchase, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or the Company. If non-defaulting Underwriters take up and pay for all Securities, except that agreed to be purchased by all such defaulting Underwriters, such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such amount or amounts as the Manager may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities set opposite the names of such non-defaulting Underwriters herein. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will continue to be liable not sell any Securities hereunder unless all of the Underwriters' Securities are purchased by the Underwriters (or by substituted underwriters selected by the Manager with the approval of the Company or selected by the Company with the Manager's approval). If a new underwriter or underwriters are substituted by the Underwriters or by the Company for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to or Underwriters in accordance with the foregoing provisions, the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may Manager shall have the right to postpone the Delivery Closing Date for up to seven full a period not exceeding five business days in order to effect any that necessary changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Disclosure Package, the Statement and Prospectus or and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any other document or arrangementunderwriter substituted under this Section 7 with like effect as if such substituted underwriter had originally been named herein.

Defaulting Underwriters. If If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities principal amount of Corporate PIES which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the principal amount of Securities the Firm Corporate PIES set forth in opposite the Terms Agreement to be purchased by name of each remaining non-defaulting Underwriter set forth therein in Schedule 1 hereto bears to the total aggregate principal amount of the Securities Firm Corporate PIES set forth thereinopposite the names of all the remaining non-defaulting Underwriters in Schedule 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities of the Corporate PIES on the such Delivery Date if the total aggregate principal amount of the Securities Corporate PIES which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.999.09% of the total aggregate principal amount of the SecuritiesCorporate PIES to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the total aggregate principal amount of Securities set forth in the Terms Agreement Corporate PIES which it agreed to be purchased by itpurchase on such Delivery Date pursuant to the terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives ▇▇▇▇▇▇ Brothers Inc. who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securitiestotal aggregate principal amount of Corporate PIES to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives ▇▇▇▇▇▇ Brothers Inc. do not elect to purchase on such Delivery Date the aggregate principal amount of Corporate PIES which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Delivery Date, this Agreement (or, with respect to the Option Delivery Date, the obligation of the Underwriters to purchase, and of the Terms Agreement Company to sell, the Option Corporate PIES) shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 6 and 1011. Nothing contained herein shall relieve As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, purchases Corporate PIES which a defaulting Underwriter of any liability it may have agreed but failed to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangementpurchase.

Defaulting Underwriters. If any Underwriter defaults or Underwriters default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase Securities hereunder on the Securities which Closing Date or any Option Closing Date and the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount aggregate number of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the total principal amount of the Securities set forth therein; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the such defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% does not exceed one-ninth of the total principal amount number of Securities that the Underwriters are obligated to purchase on such Closing Date or Option Closing Date, as the case may be, the Representative may make arrangements satisfactory to the Peak Parties for the purchase of such Securities by other persons, including any of the SecuritiesUnderwriters, and any remaining but if no such arrangements are made by such Closing Date or Option Closing Date, as the case may be, the non-defaulting Underwriter Underwriters shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchaseseverally, in such proportion as may be agreed upon among themto their respective commitments hereunder, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Closing Date or Option Closing Date, as the case may be. If any Underwriter or Underwriters so default and the aggregate number of Securities with respect to which such default or defaults occur exceeds one-ninth of the total number of Securities 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 Representative and the Peak Parties for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement and will terminate, subject to the Terms Agreement shall terminate provisions of Section 12, without liability on the part of any non-defaulting Underwriter or the CompanyPeak Parties, except that the Company will continue to be liable for the payment of expenses to the extent set forth as provided in Sections 5 and 10Section 12. Nothing contained herein shall will relieve a defaulting Underwriter of any from liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase In the Securities event of any such default which does not result in a defaulting or withdrawing Underwritertermination of this Agreement, either the Representatives Representative or the Company may Peak Parties shall have the right to postpone the Delivery Closing Date or the relevant Option Closing Date, as the case may be, for up to a period not exceeding seven 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 Registration Statement, the Disclosure Package, the Statement or Prospectus or in any other document documents or arrangementarrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriters. If (a) If, on the Closing Date, any Underwriter defaults in on its obligation to purchase the performance of its obligations under this AgreementSecurities that it has agreed to purchase hereunder, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase the of such Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter set forth therein bears other persons satisfactory to the total principal amount of Company on the Securities set forth therein; providedterms contained in this Agreement. If, howeverwithin 36 hours after any such default by any Underwriter, that the remaining non-defaulting Underwriters shall do not be obligated to arrange for the purchase any Securities on the Delivery Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.99% of the total principal amount of the Securities, and any remaining then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of such Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in on such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its defaultterms. If other underwriters are persons become obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives non defaulting Underwriters or the Company may postpone the Delivery Closing Date for up to seven 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 Disclosure Package, Statement 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 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 Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 10(a), the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter's pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the 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 Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 10(a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in Section 10(b), 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 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 Underwriters. If If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities which Notes that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions proportion which the principal amount of Securities Notes set forth in opposite the Terms Agreement to be purchased by each names of the remaining non-defaulting Underwriter set forth therein Underwriters in Schedule I hereto bears to the total principal amount of Notes set opposite the Securities set forth thereinnames of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities of the Notes on the such Delivery Date if the aggregate principal total amount of the Securities which Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.9910% of the total principal amount of the SecuritiesNotes to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth in Notes that it agreed to purchase on such Delivery Date pursuant to the Terms Agreement to be purchased by itterms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the SecuritiesNotes to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives remaining Underwriters do not elect to purchase the principal amount which Notes that the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Delivery Date, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyCompany or the Guarantors, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 109. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If the other underwriters Underwriters are obligated or agree to purchase the Securities Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven 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 Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If any Underwriter defaults in the performance of its obligations under this a Terms Agreement, the remaining non-non- defaulting Underwriters shall be obligated to purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in opposite the Terms Agreement to be purchased by name of each remaining non-defaulting Underwriter set forth therein in Schedule A to the Terms Agreement bears to the total principal amount of the Securities set forth thereinopposite the names of all the remaining non- defaulting Underwriters in Schedule A to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities on the Delivery Closing Date if the aggregate principal amount of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.9910% of the total principal amount of the Securities, and any remaining non-defaulting Underwriter shall not Securities except that the Company will continue to be obligated liable for the payment of expenses to purchase more than 110% of the principal amount of Securities extent set forth in the Terms Agreement to be purchased by itSection 5. If the foregoing maximums are maximum is exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement and the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Section 5. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Closing Date for up to seven 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 Disclosure Package, the Final Prospectus or any supplement thereto or in any other document or arrangement.