Common use of Defaulting Underwriters Clause in Contracts

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that it has agreed to purchase under the Pricing Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and therein. In the event that, within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing Agreementhereunder, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the Representatives’ opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 9 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)9(a) hereof, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreementhereunder) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, If after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)9(a) hereof, the aggregate principal amount or Designated of the Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Designated Securities, as referred to in Section 10(b)9(b) hereof, or if the Company shall not exercise the right described in Section 10(b9(b) hereof to require non-defaulting Underwriters to purchase Designated the Securities of a defaulting Underwriter or Underwriters, then the Pricing this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that First Mortgage Bonds which it has agreed to purchase under the Pricing AgreementAgreement relating to such First Mortgage Bonds, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities First Mortgage Bonds on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated SecuritiesFirst Mortgage Bonds, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities First Mortgage Bonds on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they have so arranged for the purchase of such Designated SecuritiesFirst Mortgage Bonds, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated SecuritiesFirst Mortgage Bonds, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities First Mortgage Bonds for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Time of Sale Information or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Time of Sale Information or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such First Mortgage Bonds. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities First Mortgage Bonds of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that First Mortgage Bonds which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated SecuritiesFirst Mortgage Bonds, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that the First Mortgage Bonds which such Underwriter agreed to purchase under the Pricing Agreement relating to such First Mortgage Bonds and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that the First Mortgage Bonds which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities First Mortgage Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities First Mortgage Bonds of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated Securities that of the First Mortgage Bonds which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated SecuritiesFirst Mortgage Bonds, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities the First Mortgage Bonds of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such First Mortgage Bonds shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “"Underwriter” " as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package or the Prospectus Final Prospectus, as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Disclosure Package or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a any defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh ten percent of the aggregate principal amount of the Designated Securitiessuch Securities to be purchased on such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate principal amount of Designated such Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the aggregate principal amount of Designated such Securities that which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated such Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated of such Securities that which remains unpurchased exceeds one-eleventh ten percent of the aggregate principal amount of the Designated Securities, such Securities as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 5 hereof and the indemnity and contribution agreements in Section 9 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that First Mortgage Bonds which it has agreed to purchase under the Pricing AgreementAgreement relating to such First Mortgage Bonds, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities First Mortgage Bonds on the terms contained herein and thereinherein. In the event that, If within thirty-six 36 hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated SecuritiesFirst Mortgage Bonds, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities First Mortgage Bonds on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they have so arranged for the purchase of such Designated SecuritiesFirst Mortgage Bonds, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated SecuritiesFirst Mortgage Bonds, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities First Mortgage Bonds for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Time of Sale Information or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Time of Sale Information or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such First Mortgage Bonds. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities First Mortgage Bonds of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)) hereof, the aggregate principal amount of such Designated Securities that First Mortgage Bonds which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated SecuritiesFirst Mortgage Bonds, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that the First Mortgage Bonds which such Underwriter agreed to purchase under the Pricing Agreement relating to such First Mortgage Bonds and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that the First Mortgage Bonds which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities First Mortgage Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities First Mortgage Bonds of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)) hereof, the aggregate principal amount or Designated Securities that of the First Mortgage Bonds which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated SecuritiesFirst Mortgage Bonds, as referred to in Section 10(b)) hereof, or if the Company shall not exercise the right described in Section 10(b) hereof to require non-defaulting Underwriters to purchase Designated Securities the First Mortgage Bonds of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such First Mortgage Bonds shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the reasonable opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or of Designated Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the reasonable opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or of Designated Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six 36 hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall Operating Partnership will be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company Operating Partnership that they have so arranged for the purchase of such Designated Securities, or the Company Operating Partnership notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall Operating Partnership will have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company Operating Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall will include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company Operating Partnership as provided in Section 10(a)) above, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall Operating Partnership will have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall will relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company Operating Partnership as provided in Section 10(a)) above, the aggregate principal amount or of Designated Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, Securities as referred to in Section 10(b)) above, or if the Company shall Operating Partnership will not exercise the right described in Section 10(b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the CompanyOperating Partnership, except for the expenses to be borne by the Company Operating Partnership and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Disclosure Package or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a any defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate number of shares of such Securities or the aggregate principal amount of such Designated Securities that Securities, as applicable, which remains unpurchased does not exceed one-eleventh ten percent of the aggregate number of shares of such Securities or the aggregate principal amount of the Designated Securities, as applicable, to be purchased on such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate number of shares of such Securities or the aggregate principal amount of Designated Securities that Securities, as applicable, which such Underwriter agreed to purchase under the Pricing Agreement relating to such Securities and, in addition, to require each non-defaulting nondefaulting Underwriter to purchase its pro rata share (based on the aggregate number of shares of such Securities or the aggregate principal amount of Designated Securities that Securities, as applicable, which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount number of shares of such Securities or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of such Securities, as applicable, which remains unpurchased exceeds ten percent of the Designated aggregate number of shares of such Securities or the aggregate principal amount of such Securities, as applicable, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Securities shall thereupon terminate, without liability on the part of any non-defaulting nondefaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 5 hereof and the indemnity and contribution agreements in Section 9 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six 36 hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall Operating Partnership will be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company Operating Partnership that they have so arranged for the purchase of such Designated Securities, or the Company Operating Partnership notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall Operating Partnership will have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company Operating Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall will include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company Operating Partnership as provided in Section 10(a)) above, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall Operating Partnership will have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro pro-rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall will relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company Operating Partnership as provided in Section 10(a)) above, the aggregate principal amount or of Designated Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, Securities as referred to in Section 10(b)) above, or if the Company shall Operating Partnership will not exercise the right described in Section 10(b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the CompanyOperating Partnership, except for the expenses to be borne by the Company Operating Partnership and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Disclosure Package or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a any defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount number of shares of such Designated Securities that which remains unpurchased does not exceed one-eleventh ten percent of the aggregate principal amount number of the Designated Securitiesshares of such Securities to be purchased on such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount aggregate number of Designated shares of such Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Securities and, in addition, to require each non-defaulting nondefaulting Underwriter to purchase its pro rata share (based on the principal amount aggregate number of Designated shares of such Securities that which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated such Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated number of shares of such Securities that which remains unpurchased exceeds one-eleventh ten percent of the aggregate principal amount number of the Designated Securities, shares of such Securities as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Securities shall thereupon terminate, without liability on the part of any non-defaulting nondefaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 5 hereof and the indemnity and contribution agreements in Section 9 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that it has agreed to purchase under the Pricing Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and therein. In the event that, within thirty-thirty six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-one eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-non defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-non defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-one eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-non defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-non defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six 36 hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company Operating Partnership shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company Operating Partnership that they have so arranged for the purchase of such Designated Securities, or the Company Operating Partnership notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company Operating Partnership shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company Operating Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company Operating Partnership as provided in Section 10(a)) above, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company Operating Partnership shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro pro-rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company Operating Partnership as provided in Section 10(a)) above, the aggregate principal amount or of Designated Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, Securities as referred to in Section 10(b)10(a) above, or if the Company Operating Partnership shall not exercise the right described in Section 10(b10(a) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the CompanyOperating Partnership, except for the expenses to be borne by the Company Operating Partnership and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing Agreementhereunder, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the Representatives’ opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this the Underwriting Agreement shall include any person substituted under this Section 10 9 with like effect as if such person had originally been a party to the Pricing AgreementUnderwriting Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)9(a) hereof, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreementhereunder) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, If after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)9(a) hereof, the aggregate principal amount or Designated of the Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Designated Securities, as referred to in Section 10(b)9(b) hereof, or if the Company shall not exercise the right described in Section 10(b9(b) hereof to require non-defaulting Underwriters to purchase Designated the Securities of a defaulting Underwriter or Underwriters, then the Pricing Underwriting Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing Agreementhereunder, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 12 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)12(a) hereof, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreementhereunder) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)12(a) hereof, the aggregate principal amount or Designated of such Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b12(b) hereof to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that Firm Shares or Optional Shares which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Shares, the Representatives remaining non-defaulting Underwriter may in their its discretion arrange for themselves itself or another party or other parties to purchase such Designated Securities Shares on the terms contained herein and thereinherein. In the event that, If within thirty-six 36 hours after such default by any Underwriter, Underwriter the Representatives do remaining non-defaulting Underwriter does not arrange for the purchase of such Designated SecuritiesFirm Shares or Optional Shares, as the case may be, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives remaining non-defaulting Underwriter to purchase such Designated Securities Shares on such terms. In the event that, within the respective prescribed period, the Representatives notify remaining non-defaulting Underwriter notifies the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated SecuritiesShares, or the Company notifies the remaining non-defaulting Underwriter that it has so arranged for the purchase of such Designated Shares, the Representatives non-defaulting Underwriter or the Company shall have the right to postpone the a Time of Delivery for such Designated Securities Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives non-defaulting Underwriter may thereby be made necessary. The term “Underwriter” as used in this Agreement shall will include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Shares. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives non-defaulting Underwriter and the Company as provided in Section 10(a)) above, the aggregate principal amount number of such Designated Securities that Common Shares, which remains unpurchased does not exceed one-eleventh of the aggregate principal amount number of the Designated SecuritiesFirm Shares or Optional Shares, as the case may be, to be purchased at the respective Time of Delivery then the Company shall will have the right to require each the remaining non-defaulting Underwriter to purchase the principal amount number of Designated Securities that Firm Shares or Optional Shares, as the case may be, which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Shares and, in addition, to require each such non-defaulting Underwriter to purchase its pro pro-rata share (based on the principal amount number of Designated Securities that Firm Shares or Optional Shares, as the case may be, which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities Firm Shares or Optional Shares, as the case may be, of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall will relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives non-defaulting Underwriter and the Company as provided in Section 10(a)) above, the aggregate principal amount number of Firm Shares or Designated Securities that Optional Shares, as the case may be, which remains unpurchased exceeds one-eleventh of the aggregate principal amount number of the Designated SecuritiesFirm Shares or Optional Shares, as the case may be, to be purchased at the respective Time of Delivery as referred to in Section 10(b)) above, or if the Company shall will not exercise the right described in Section 10(b) above to require the remaining non-defaulting Underwriters Underwriter to purchase Designated Securities the Firm Shares or Optional Shares, as the case may be, of a the defaulting Underwriter or UnderwritersUnderwriter, then the Pricing Agreement relating to such Firm Shares or the Option related to the Optional Shares, as the case may be, shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “"Underwriter” " as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement. (b) If, after giving effect Agreement with respect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing Agreementhereunder, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six 36 hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 12 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)12(a) hereof, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreementhereunder) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)12(a) hereof, the aggregate principal amount or Designated of such Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b12(b) hereof to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh tenth of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but provided, however, that in no event shall the principal amount of Designated Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 7 by an amount in excess of one-ninth of such principal amount of Designated Securities without the written consent of such Underwriter; provided, further, that nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or of Designated Securities that which remains unpurchased exceeds one-eleventh tenth of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 4(a)(viii) hereof and the indemnity and contribution agreements in Section 9 6 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation obligations to purchase the Designated Securities that Notes which it has agreed to purchase at the Closing Date under the Pricing this Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities Notes on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated SecuritiesNotes, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities Notes on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securitiesthe Notes, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated SecuritiesNotes, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities Closing Date 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 Prospectus, as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities Notes of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that Notes which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated SecuritiesNotes to be purchased on the Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that Notes which such Underwriter has agreed to purchase under the Pricing this Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that Notes which such Underwriter agreed to purchase under the Pricing this Agreement) of the Designated Securities Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities Notes of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated Securities that of Notes which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated SecuritiesNotes to be purchased on the Closing Date, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities the Notes of a defaulting Underwriter or Underwriters, then the Pricing this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 7 hereof; , but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the reasonable opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Securities. (ba) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (cb) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or of Designated Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Disclosure Package or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Disclosure Package or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a any defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate number of shares of such Securities or the aggregate principal amount of such Designated Securities that Securities, as applicable, which remains unpurchased does not exceed one-eleventh ten percent of the aggregate number of shares of such Securities or the aggregate principal amount of the Designated such Securities, as applicable, to be purchased on such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate number of shares of such Securities or the aggregate principal amount of Designated Securities that such Securities, as applicable, which such Underwriter agreed to purchase under the Pricing Agreement relating to such Securities and, in addition, to require each non-defaulting nondefaulting Underwriter to purchase its pro rata share (based on the aggregate number of shares of such Securities or the aggregate principal amount of Designated Securities that such Securities, as applicable, which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated such Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount number of shares of such Securities or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of such Securities, as applicable, which remains unpurchased exceeds ten percent of the Designated aggregate number of shares of such Securities or the aggregate principal amount of such Securities, as applicable, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Securities shall thereupon terminate, without liability on the part of any non-defaulting nondefaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 5 hereof and the indemnity and contribution agreements in Section 9 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated the Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company Offerors shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company Offerors that the Representatives have so arranged for the purchase of such Securities, or the Offerors notify the Representatives that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company Offerors shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees Offerors agree to file promptly any amendments or supplements to the Registration Statement or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “"Underwriter” " as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six thirty‑six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six thirty‑six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the reasonable opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Securities. (ba) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh one‑eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting non‑defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting non‑defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (cb) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or of Designated Securities that which remains unpurchased exceeds one-eleventh one‑eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting non‑defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting non‑defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing Agreementhereunder, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the Representatives’ opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 9 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)9(a) hereof, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreementhereunder) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.been

Defaulting Underwriters. (a) If If, on the Closing Date, any Underwriter shall default defaults in its obligation to purchase the Designated Securities that principal amount of Notes which it has agreed to purchase under the Pricing this Agreement, the Representatives remaining non-defaulting Underwriters may in their discretion arrange for themselves or another party the purchase of such principal amount of Notes by the non-defaulting Underwriters or other parties persons satisfactory to purchase such Designated Securities the Partnership on the terms contained herein and thereinin this Agreement. In the event thatIf, within thirty-six 36 hours after any such default by any Underwriter, the Representatives non-defaulting Underwriters do not arrange for the purchase of such Designated Securitiesprincipal amount of Notes, then the Company Partnership shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties persons satisfactory to the Representatives non-defaulting Underwriters to purchase such Designated Securities principal amount of Notes on such terms. In the event that, that within the respective prescribed periodperiods, the Representatives non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Designated Securitiesprincipal amount of Notes, or the Company Partnership notifies the Representatives non-defaulting Underwriters that it has so arranged for the purchase of such Designated Securitiesprincipal amount of Notes, either the Representatives non-defaulting Underwriters or the Company shall have the right Partnership may postpone such Delivery Date for up to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, full business days in order to effect whatever any changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in the opinion of counsel for the Representatives Partnership or counsel for the Underwriters may thereby be made necessarynecessary in the Registration Statement, 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. The As used in this Agreement, the term “Underwriter” as used in includes, for all purposes of this Agreement shall include unless the context requires otherwise, any person substituted under party not listed in Schedule 1 hereto that, pursuant to this Section 10 with like effect as if such person had originally been 9, purchases any principal amount of Notes that a party defaulting Underwriter agreed but failed to the Pricing Agreementpurchase. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities principal amount of Notes of a defaulting Underwriter or Underwriters by the Representatives non-defaulting Underwriters and the Company Partnership as provided in Section 10(a9(a), the aggregate total principal amount of such Designated Securities Notes that remains unpurchased does not exceed one-eleventh of the total aggregate principal amount of all of the Designated SecuritiesNotes, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities Notes that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its hereunder plus such Underwriter’s pro rata share (based on the total principal amount of Designated Securities Notes that such Underwriter agreed to purchase under the Pricing Agreementhereunder) of the Designated Securities principal amount of Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein provided that the non-defaulting Underwriters shall relieve a defaulting Underwriter from liability for its defaultnot be obligated to purchase more than 110% of the total principal amount of Notes 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 Designated Securities principal amount of Notes of a defaulting Underwriter or Underwriters by the Representatives non-defaulting Underwriters and the Company Partnership as provided in Section 10(a9(a), the aggregate total principal amount or Designated Securities of Notes that remains unpurchased exceeds one-eleventh of the total aggregate principal amount of all of the Designated Securities, as referred to in Section 10(b)Notes, or if the Company Partnership shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters9(b), then the Pricing this Agreement shall thereupon terminate, terminate without liability on the part of any the non-defaulting Underwriter or Underwriters except that the Companyprovisions of Section 8 shall not terminate and shall remain in effect. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the General Partner and the Partnership, except that the General Partner and the Partnership will continue to be liable for the payment of expenses to be borne by as set forth in Sections 6 and 11 and except that the Company provisions of Section 8 shall not terminate and the Underwriters as provided shall remain in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing effect. (d) Nothing contained herein shall relieve a defaulting Underwriter from of any liability it may have to the Partnership or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the General Disclosure Package, or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the General Disclosure Package, or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If If, on the Delivery Date, any Underwriter shall default defaults in its obligation obligations to purchase the Designated Securities that principal amount of Notes which it has agreed to purchase under the Pricing this Agreement, the Representatives remaining non-defaulting Underwriters may in their discretion arrange for themselves or another party the purchase of such principal amount of Notes by the non-defaulting Underwriters or other parties persons satisfactory to purchase such Designated Securities the Partnership Parties on the terms contained herein and thereinin this Agreement. In the event thatIf, within thirty-six 36 hours after any such default by any Underwriter, the Representatives non-defaulting Underwriters do not arrange for the purchase of such Designated Securitiesprincipal amount of Notes, then the Company Partnership Parties shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties persons satisfactory to the Representatives non-defaulting Underwriters to purchase such Designated Securities principal amount of Notes on such terms. In the event that, that within the respective prescribed periodperiods, the Representatives non-defaulting Underwriters notify the Company Partnership Parties that they have so arranged for the purchase of such Designated Securitiesprincipal amount of Notes, or the Company notifies Partnership Parties notify the Representatives non-defaulting Underwriters that it has they have so arranged for the purchase of such Designated Securitiesprincipal amount of Notes, either the Representatives non-defaulting Underwriters or the Company shall have the right to Partnership Parties may postpone the Time of Delivery Date for such Designated Securities for a period of not more than up to seven days, full business days in order to effect whatever any changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in the opinion of counsel for the Representatives Partnership Parties or counsel for the Underwriters may thereby be made necessarynecessary in the Registration Statement, 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. The As used in this Agreement, the term “Underwriter” as used in includes, for all purposes of this Agreement shall include unless the context requires otherwise, any person substituted under party not listed in Schedule 1 hereto that, pursuant to this Section 10 with like effect as if such person had originally been 9, purchases Securities that a party defaulting Underwriter agreed but failed to the Pricing Agreementpurchase. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities principal amount of Notes of a defaulting Underwriter or Underwriters by the Representatives non-defaulting Underwriters and the Company Partnership Parties as provided in Section 10(a9(a), the aggregate total principal amount of such Designated Securities Notes that remains unpurchased does not exceed one-eleventh of the total aggregate principal amount of all of the Designated SecuritiesNotes, then the Company Partnership Parties shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities Notes that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its hereunder plus such Underwriter’s pro rata share (based on the total principal amount of Designated Securities Notes that such Underwriter agreed to purchase under the Pricing Agreementhereunder) of the Designated Securities principal amount of Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein provided that the non-defaulting Underwriters shall relieve a defaulting Underwriter from liability for its defaultnot be obligated to purchase more than 110% of the total principal amount of Notes that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities principal amount of Notes of a defaulting Underwriter or Underwriters by the Representatives non-defaulting Underwriters and the Company Partnership Parties as provided in Section 10(a9(a), the aggregate total principal amount or Designated Securities of Notes that remains unpurchased exceeds one-eleventh of the total aggregate principal amount of all of the Designated Securities, as referred to in Section 10(b)Notes, or if the Company Partnership Parties shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters9(b), then the Pricing this Agreement shall thereupon terminate, terminate without liability on the part of any the non-defaulting Underwriter or Underwriters except that the Companyprovisions of Section 8 shall not terminate and shall remain in effect. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Issuers, except that the Issuers will continue to be liable for the payment of expenses to be borne by as set forth in Sections 6 and 11 and except that the Company provisions of Section 8 shall not terminate and the Underwriters as provided shall remain in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing effect. (d) Nothing contained herein shall relieve a defaulting Underwriter from of any liability it may have to the Partnership Parties or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a any defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate number of shares of such Securities or the aggregate principal amount of such Designated Securities that Securities, as applicable, which remains unpurchased does not exceed one-eleventh ten percent of the aggregate number of shares of such Securities or the aggregate principal amount of the Designated Securities, as applicable, to be purchased on such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate number of shares of such Securities or the aggregate principal amount of Designated Securities that Securities, as applicable, which such Underwriter agreed to purchase under the Pricing Agreement relating to such Securities and, in addition, to require each non-defaulting nondefaulting Underwriter to purchase its pro rata share (based on the aggregate number of shares of such Securities or the aggregate principal amount of Designated Securities that Securities, as applicable, which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount number of shares of such Securities or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of such Securities, as applicable, which remains unpurchased exceeds ten percent of the Designated aggregate number of shares of such Securities or the aggregate principal amount of such Securities, as applicable, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Securities shall thereupon terminate, without liability on the part of any non-defaulting nondefaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 5 hereof and the indemnity and contribution agreements in Section 9 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that First Mortgage Bonds which it has agreed to purchase under the Pricing AgreementAgreement relating to such First Mortgage Bonds, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities First Mortgage Bonds on the terms contained herein and thereinherein. In the event that, If within thirty-six 36 hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated SecuritiesFirst Mortgage Bonds, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities First Mortgage Bonds on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they have so arranged for the purchase of such Designated SecuritiesFirst Mortgage Bonds, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated SecuritiesFirst Mortgage Bonds, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities First Mortgage Bonds for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Time of Sale Information or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Time of Sale Information or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such First Mortgage Bonds. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities First Mortgage Bonds of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that First Mortgage Bonds which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated SecuritiesFirst Mortgage Bonds, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that the First Mortgage Bonds which such Underwriter agreed to purchase under the Pricing Agreement relating to such First Mortgage Bonds and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that the First Mortgage Bonds which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities First Mortgage Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities First Mortgage Bonds of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated Securities that of the First Mortgage Bonds which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated SecuritiesFirst Mortgage Bonds, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities the First Mortgage Bonds of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such First Mortgage Bonds shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Offered Securities that which it has agreed to purchase under the Pricing Terms Agreement, at the Time of Delivery, the Representatives may in their discretion arrange for themselves the Representatives or another party or other parties to purchase such Designated Offered Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Offered Securities, then the Company Company, or, in the case of Offered Debt Securities, the Issuers, shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Offered Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company Company, or, in the case of Offered Debt Securities, the Issuers, that they have so arranged for the purchase of such Designated Offered Securities, or the Company notifies notifies, or, in the case of Offered Debt Securities, the Issuers notify, the Representatives that it has or they have so arranged for the purchase of such Designated Offered Securities, the Representatives or the Company Company, or, in the case of Offered Debt Securities, the Issuers, shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees agrees, or, in the case of Offered Debt Securities, the Issuers agree, to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “"Underwriter” " as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such Offered Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that it has agreed to purchase under the applicable Pricing Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and therein. In the event that, within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 9 with like effect as if such person had originally been a party to the applicable Pricing Agreement. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a9(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the applicable Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of or a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a9(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b9(b), or if the Company shall not exercise the right described in Section 10(b9(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the applicable Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that it has agreed to purchase under the Pricing Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and therein. In the event that, within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or of Designated Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 4(a)(viii) hereof and the indemnity and contribution agreements in Section 9 6 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that number of Shares which it has agreed to purchase under hereunder at the Pricing Agreementapplicable Closing Date, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities number of Shares on the terms contained herein and thereinherein. In the event that, If within thirty-six 36 hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securitiesnumber of Shares, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities number of Shares on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securitiesnumber of Shares, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securitiesnumber of Shares, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 12 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such number of Shares. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities number of Shares of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)12(a) hereof, the aggregate principal amount number of such Designated Securities that Shares which remains unpurchased does not exceed one-eleventh of the aggregate principal amount number of the Designated SecuritiesShares to be purchased on the applicable Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount number of Designated Securities that Shares which such Underwriter agreed to purchase under the Pricing Agreement hereunder on such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount number of Designated Securities that Shares which such Underwriter agreed to purchase under the Pricing Agreementhereunder on such Closing Date) of the Designated Securities Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities number of Shares of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)12(a) hereof, the aggregate principal amount or Designated Securities that number of such Shares which remains unpurchased on the applicable Closing Date exceeds one-eleventh of the aggregate principal amount number of the Designated Securities, as referred Shares to in Section 10(b)be purchased on such Closing Date, or if the Company shall not exercise the right described in Section 10(b12(b) hereof to require non-defaulting Underwriters to purchase Designated Securities such number of Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to such Closing Date, the Pricing Agreement obligation of the Underwriters to purchase, and the Company to sell, the applicable Option Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters Underwriters, the Forward Sellers and the Forward Purchasers as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement. (b) If, after giving effect Agreement with respect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Closing Date or the Option Closing Date, as applicable, for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Disclosure Package or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a any defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount number of shares of such Designated Securities that which remains unpurchased does not exceed one-eleventh ten percent of the aggregate principal amount number of shares of such Securities to be purchased on such Closing Date or the Designated SecuritiesOption Closing Date, as applicable, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount aggregate number of Designated shares of such Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Securities and, in addition, to require each non-defaulting nondefaulting Underwriter to purchase its pro rata share (based on the principal amount aggregate number of Designated shares of such Securities that which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated such Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated number of shares of such Securities that which remains unpurchased exceeds one-eleventh ten percent of the aggregate principal amount number of the Designated Securities, shares of such Securities as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Securities shall thereupon terminate, without liability on the part of any non-defaulting nondefaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 5 hereof and the indemnity and contribution agreements in Section 9 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the General Disclosure Package, or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the General Disclosure Package, or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “"Underwriter” " as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing Agreementhereunder, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 12 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)12(a) hereof, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreementhereunder) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)12(a) hereof, the aggregate principal amount or Designated of such Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b12(b) hereof to require non-non- defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that it has agreed to purchase under the Pricing Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and therein. In the event that, within thirty-thirty six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement. (ba) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (cb) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation obligations to purchase the Designated Securities that Notes which it has agreed to purchase at the Closing Date under the Pricing this Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities Notes on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated SecuritiesNotes, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities Notes on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securitiesthe Notes, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated SecuritiesNotes, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities Closing Date 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 Prospectus, as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities Notes of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that Notes which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated SecuritiesNotes to be purchased on the Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that Notes which such Underwriter has agreed to purchase under the Pricing this Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that Notes which such Underwriter agreed to purchase under the Pricing this Agreement) of the Designated Securities Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities Notes of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated Securities that of Notes which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated SecuritiesNotes to purchased on the Closing Date, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities the Notes of a defaulting Underwriter or Underwriters, then the Pricing this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 7 hereof; , but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter or Underwriters shall default in its obligation or their obligation(s) to purchase the Designated Securities ADSs that it has has, or they have, agreed to purchase under the Pricing Agreementhereunder at a Time of Delivery, the Representatives Representative may in their its discretion arrange for themselves itself or another party or other parties to purchase such Designated Securities ADSs on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do Representative does not arrange for the purchase of such Designated SecuritiesADSs, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives Representative to purchase such Designated Securities ADSs on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify Representative notifies the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated SecuritiesADSs, or the Company notifies the Representative that it has so arranged for the purchase of such ADSs, the Representatives Representative or the Company shall have the right to postpone the such Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which, in the reasonable opinion of the Representatives Underwriters’ counsel, may thereby be made necessarynecessary or advisable. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities ADSs of a defaulting Underwriter or Underwriters by the Representatives Representative and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount number of such Designated Securities that ADSs which remains unpurchased does not exceed one-eleventh of the aggregate principal amount number of all the Designated SecuritiesADSs to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount number of Designated Securities that Shares which such Underwriter agreed to purchase under the Pricing Agreement hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount number of Designated Securities that Shares which such Underwriter agreed to purchase under the Pricing Agreementhereunder) of the Designated Securities Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made, provided that in no event shall the number of ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this subsection (b) by an amount in excess of one-eleventh of the aggregate amount number of ADSs without the written consent of such Underwriter; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities ADSs of a defaulting Underwriter or Underwriters by the Representatives and Representative, the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated Securities that number of such ADSs which remains unpurchased exceeds one-eleventh of the aggregate principal amount number of all of the Designated Securities, as referred ADSs to in Section 10(b)be purchased at such Time of Delivery, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to a Second Time of Delivery, the Pricing Agreement obligations of the Underwriters to purchase and of the Company to sell the Optional ADSs) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or Underwriter, the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation obligations to purchase the Designated Securities that Notes which it has agreed to purchase at the Closing Date under the Pricing this Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities Notes on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated SecuritiesNotes, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities Notes on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated SecuritiesNotes, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated SecuritiesNotes, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities Closing Date 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 Prospectus, as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities such Notes of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that Notes which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated SecuritiesNotes to be purchased on the Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Notes which such Underwriter has agreed to purchase under the Pricing this Agreement and, in addition, to require each such non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Notes which such Underwriter agreed to purchase under the Pricing this Agreement) of the Designated Securities such Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities Notes of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated Securities that of such Notes which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated SecuritiesNotes to be purchased on the Closing Date, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities the Notes of a defaulting Underwriter or Underwriters, then the Pricing this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 7 hereof; , but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company and the Selling Stockholder (acting on its own or through AIG) shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company and the Selling Stockholder that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company or the Selling Stockholder (acting on its own or through AIG) notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives Representatives, the Company or the Company Selling Stockholder (acting on its own or through AIG) shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Disclosure Package or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a any defaulting Underwriter or Underwriters by the Representatives Representatives, the Company and the Company Selling Stockholder as provided in Section 10(a)subsection (a) above, the aggregate principal amount number of shares of such Designated Securities that which remains unpurchased does not exceed one-eleventh ten percent of the aggregate principal amount number of the Designated Securitiesshares of such Securities to be purchased on such Closing Date, then the Company and the Selling Stockholder shall have the right to require each non-defaulting Underwriter to purchase the principal amount aggregate number of Designated shares of such Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Securities and, in addition, to require each non-defaulting nondefaulting Underwriter to purchase its pro rata share (based on the principal amount aggregate number of Designated shares of such Securities that which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives Representatives, the Company and the Company Selling Stockholder as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated number of shares of such Securities that which remains unpurchased exceeds one-eleventh ten percent of the aggregate principal amount number of the Designated Securities, shares of such Securities as referred to in Section 10(b)subsection (b) above, or if the Company and the Selling Stockholder (acting on its own or through AIG) shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter nondefaulting Underwriter, the Company or the CompanySelling Stockholder, except for the expenses to be borne by the Company Company, AIG, the Selling Stockholder and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that Firm Shares or Optional Shares which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Shares, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities Shares on the terms contained herein and thereinherein. In the event that, If within thirty-six 36 hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated SecuritiesFirm Shares or Optional Shares, as the case may be, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities Shares on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated SecuritiesShares, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated SecuritiesShares, the Representatives or the Company shall have the right to postpone the a Time of Delivery for such Designated Securities Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall will include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Shares. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)) above, the aggregate principal amount number of such Designated Securities that Common Shares, which remains unpurchased does not exceed one-eleventh of the aggregate principal amount number of the Designated SecuritiesFirm Shares or Optional Shares, as the case may be, to be purchased at the respective Time of Delivery then the Company shall will have the right to require each non-defaulting Underwriter to purchase the principal amount number of Designated Securities that Firm Shares or Optional Shares, as the case may be, which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Shares and, in addition, to require each non-defaulting Underwriter to purchase its pro pro-rata share (based on the principal amount number of Designated Securities that Firm Shares or Optional Shares, as the case may be, which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities Firm Shares or Optional Shares, as the case may be, of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall will relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)) above, the aggregate principal amount number of Firm Shares or Designated Securities that Optional Shares, as the case may be, which remains unpurchased exceeds one-eleventh of the aggregate principal amount number of the Designated SecuritiesFirm Shares or Optional Shares, as the case may be, to be purchased at the respective Time of Delivery as referred to in Section 10(b)) above, or if the Company shall will not exercise the right described in Section 10(b) above to require non-defaulting Underwriters to purchase Designated Securities the Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Firm Shares or the Over-allotment Option relating to such Optional Shares, as the case may be, shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that Shares which it has agreed to purchase under hereunder at the Pricing AgreementClosing Time or the Option Exercise Time, as the case may be, the Representatives may in their discretion arrange for themselves the Representatives or another party or other parties to purchase such Designated Securities Shares on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated SecuritiesShares, then the Company Selling Shareholders shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities Shares on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company Custodian that they have so arranged for the purchase of such Designated SecuritiesShares, or the Company Custodian notifies the Representatives that it has the Selling Shareholders have so arranged for the purchase of such Designated SecuritiesShares, the Representatives or the Company Selling Shareholders shall have the right to postpone either the Closing Time of Delivery for such Designated Securities or the Option Exercise Time, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements amendment to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “"Underwriter” " as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreementthis 39 40 Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the reasonable opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Securities. (ba) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (cb) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or of Designated Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that it has agreed to purchase under the Pricing this Agreement, the Representatives may in their discretion arrange for themselves or another party firm or corporation or firms or corporations (including any other parties Underwriters) to purchase such Designated Securities on the terms contained herein and thereinherein. In the event thatIf, within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party firm or corporation or firms or corporations (including any other parties Underwriters) which are members in good standing of the National Association of Securities Dealers, Inc. and reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives shall notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Firm Closing Date or any Option Closing Date for such Designated Securities Securities, as the case may be, for a period of not more than seven days, days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)Company, the aggregate principal amount number of such Designated Securities that remains unpurchased does not exceed one-eleventh tenth of the aggregate principal amount total number of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount number of Designated Securities that such Underwriter agreed to purchase under the Pricing this Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount number of Designated Securities that such Underwriter agreed to purchase under the Pricing this Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) . If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)Company, the aggregate principal amount or Designated number of Securities that remains unpurchased exceeds one-eleventh tenth of the aggregate principal amount total number of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated the Securities of a defaulting Underwriter or Underwriters, then the Pricing this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 4(j) hereof and the indemnity and contribution agreements in Section 9 6 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing Agreementhereunder, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six 36 hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the Representatives’ opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 9 with like effect as if such person had originally been a party to the Pricing Agreementthis Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)9(a) hereof, the aggregate principal amount of such Designated Securities that which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreement hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that which such Underwriter agreed to purchase under the Pricing Agreementhereunder) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, If after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)9(a) hereof, the aggregate principal amount or Designated of the Securities that which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Designated Securities, as referred to in Section 10(b)9(b) hereof, or if the Company shall not exercise the right described in Section 10(b9(b) hereof to require non-defaulting Underwriters to purchase Designated the Securities of a defaulting Underwriter or Underwriters, then the Pricing this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Disclosure Package or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a any defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount number of shares of such Designated Securities that which remains unpurchased does not exceed one-eleventh ten percent of the aggregate principal amount number of the Designated Securitiesshares of such Securities to be purchased on such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount aggregate number of Designated shares of such Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Securities and, in addition, to require each non-defaulting nondefaulting Underwriter to purchase its pro rata share (based on the principal amount aggregate number of Designated shares of such Securities that which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh number of the aggregate principal amount shares of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.such

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that Firm Shares or Optional Shares which it has agreed to purchase under the Pricing AgreementAgreement relating to such Designated Shares, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities Shares on the terms contained herein and thereinherein. In the event that, If within thirty-six 36 hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated SecuritiesFirm Shares or Optional Shares, as the case may be, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities Shares on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated SecuritiesShares, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated SecuritiesShares, the Representatives or the Company shall have the right to postpone the a Time of Delivery for such Designated Securities Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall will include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Designated Shares. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)) above, the aggregate principal amount number of such Designated Securities that Preferred Shares, which remains unpurchased does not exceed one-eleventh of the aggregate principal amount number of the Designated SecuritiesFirm Shares or Optional Shares, as the case may be, to be purchased at the respective Time of Delivery then the Company shall will have the right to require each non-defaulting Underwriter to purchase the principal amount number of Designated Securities that Firm Shares or Optional Shares, as the case may be, which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Shares and, in addition, to require each non-defaulting Underwriter to purchase its pro pro-rata share (based on the principal amount number of Designated Securities that Firm Shares or Optional Shares, as the case may be, which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities Firm Shares or Optional Shares, as the case may be, of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall will relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)) above, the aggregate principal amount number of Firm Shares or Designated Securities that Optional Shares, as the case may be, which remains unpurchased exceeds one-one- eleventh of the aggregate principal amount number of the Designated SecuritiesFirm Shares or Optional Shares, as the case may be, to be purchased at the respective Time of Delivery as referred to in Section 10(b)) above, or if the Company shall will not exercise the right described in Section 10(b) above to require non-defaulting Underwriters to purchase Designated Securities the Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Firm Shares or the Over-allotment Option relating to such Optional Shares, as the case may be, shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Trust and the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Trust and the Company that they the Representatives have so arranged for the purchase of such Designated Securities, or the Trust and the Company notifies notify the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives Representatives, the Trust or the Company shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Trust and the Company agrees agree to file promptly any amendments or supplements to the Registration Statement or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “"Underwriter” " as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that which it has agreed to purchase under the Pricing AgreementAgreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company Selling Securityholder (acting on its own or through AIG) shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company Selling Securityholder that they the Representatives have so arranged for the purchase of such Designated Securities, or the Company Selling Securityholder (acting on its own or through AIG) notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company Selling Securityholder (acting on its own or through AIG) shall have the right to postpone the Time of Delivery Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Disclosure Package or the Final Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a any defaulting Underwriter or Underwriters by the Representatives and the Company Selling Securityholder as provided in Section 10(a)subsection (a) above, the aggregate principal amount number of shares of such Designated Securities that which remains unpurchased does not exceed one-eleventh ten percent of the aggregate principal amount number of the Designated Securitiesshares of such Securities to be purchased on such Closing Date, then the Company Selling Securityholder shall have the right to require each non-defaulting Underwriter to purchase the principal amount aggregate number of Designated shares of such Securities that which such Underwriter agreed to purchase under the Pricing Agreement relating to such Securities and, in addition, to require each non-defaulting nondefaulting Underwriter to purchase its pro rata share (based on the principal amount aggregate number of Designated shares of such Securities that which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company Selling Securityholder as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated number of shares of such Securities that which remains unpurchased exceeds one-eleventh ten percent of the aggregate principal amount number of the Designated Securities, shares of such Securities as referred to in Section 10(b)subsection (b) above, or if the Company Selling Securityholder (acting on its own or through AIG) shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Securities shall thereupon terminate, without liability on the part of any non-defaulting nondefaulting Underwriter or the CompanySelling Securityholder, except for the expenses to be borne by the Company Company, AIG, the Selling Securityholder and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Defaulting Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities First Mortgage Bonds that it has agreed to purchase under the Pricing AgreementAgreement relating to such First Mortgage Bonds, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities First Mortgage Bonds on the terms contained herein and thereinherein. In the event that, If within thirty-six hours after such default by any Underwriter, Underwriter the Representatives do not arrange for the purchase of such Designated SecuritiesFirst Mortgage Bonds, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities First Mortgage Bonds on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Company that they have so arranged for the purchase of such Designated SecuritiesFirst Mortgage Bonds, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated SecuritiesFirst Mortgage Bonds, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities First Mortgage Bonds for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Time of Sale Information or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Time of Sale Information or the Prospectus that which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing AgreementAgreement with respect to such First Mortgage Bonds. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities First Mortgage Bonds of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount of such Designated Securities that First Mortgage Bonds which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated SecuritiesFirst Mortgage Bonds, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that the First Mortgage Bonds which such Underwriter agreed to purchase under the Pricing Agreement relating to such First Mortgage Bonds and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that the First Mortgage Bonds which such Underwriter agreed to purchase under the such Pricing Agreement) of the Designated Securities First Mortgage Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities First Mortgage Bonds of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a)subsection (a) above, the aggregate principal amount or Designated Securities that of the First Mortgage Bonds which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated SecuritiesFirst Mortgage Bonds, as referred to in Section 10(b)subsection (b) above, or if the Company shall not exercise the right described in Section 10(bsubsection (b) above to require non-defaulting Underwriters to purchase Designated Securities the First Mortgage Bonds of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such First Mortgage Bonds shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.