Common use of Substitution of Underwriters Clause in Contracts

Substitution of Underwriters. If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if (i) any Underwriter shall fail to take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Certificates in accordance with the terms hereof, (ii) the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafter. In the event of any such termination, the Contract Seller shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor Parent shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Parent (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the amount aggregate number of the Offered Certificates Securities agreed by such Underwriter to be purchased under this Underwriting Agreement upon tender of such Offered Certificates in accordance with the terms hereofhereunder, and the amount aggregate number of the Offered Certificates Securities not purchased does not aggregate more than 10% of the total amount number of Securities that the Offered Certificates set forth in Schedule I heretoUnderwriters are obligated to purchase hereunder at the Closing Date, the remaining Underwriters shall be obligated to take up and pay for the Offered Certificates Securities that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter shall fail to take up and pay for the amount aggregate number of the Offered Certificates Securities agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender hereunder, and the number of such Offered Certificates in accordance with the terms hereof, (ii) the amount of the Offered Certificates Securities not purchased aggregates more than 10% of the total amount number of Securities that the Offered Certificates set forth in Schedule I heretoUnderwriters are obligated to purchase hereunder at the Closing Date, and (iii) arrangements satisfactory to the remaining Underwriters non-defaulting Underwriter and the Contract Seller Company for the purchase of such Offered Certificates Securities by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter with respect to Securities not purchased by reason of such termination (except to the extent provided in Section 5(f) 4(h), regarding payment of expenses, and Section 8 6, regarding indemnification and contribution, hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some a reason permitted under this Underwriting Agreement, to purchase the amount number of the Offered Certificates which Securities agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company with respect to such Securities (except to the extent provided in Section 8 6 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Underwritten Stock agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Underwritten Stock in accordance with the terms hereof, and the amount of the Offered Certificates Underwritten Stock not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Underwritten Stock set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Underwritten Stock that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Underwritten Stock agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Underwritten Stock in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Underwritten Stock not purchased aggregates more than 10% of the total amount of the Offered Certificates Underwritten Stock set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Underwritten Stock by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f6(g) and Section 8 7 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Underwritten Stock agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 7 hereof). Nothing herein shall If Underwritten Stock to which a default relates is to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangement, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 9.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail fall to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Shareholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Shareholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. If (a) If, on the First Closing Date or any Option Closing Date, any Underwriter or Underwriters shall fail or refuse to ---------------------------- take up and pay for purchase the amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder on such date, upon tender of such Offered Certificates Securities in accordance with the terms hereof, and the amount of the Offered Certificates Securities not purchased does not aggregate more than 10% of the total amount of Securities to be purchased on such date, the Offered Certificates set forth in Schedule I heretoRepresentative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the remaining Underwriters shall be obligated obligated, severally and not jointly, to take up and pay for purchase (in proportion to their respective commitments set forth in Schedule I hereto or as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if purchase on such date. (ib) If, on the First Closing Date or any Option Closing Date, any Underwriter or Underwriters shall fail or refuse to take up and pay for purchase the amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (hereunder on such Underwriter being a "Defaulting Underwriter") date, upon tender of such Offered Certificates Securities in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Securities not purchased aggregates exceeds more than 10% of the total amount aggregate number of the Offered Certificates set forth in Schedule I heretoSecurities to be purchased on such date, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Securities by other persons are not made within 36 hours thereafterafter such default, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Securities agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein If Securities to which a default relates are to be purchased by the non-defaulting Underwriters or by any other party or parties, the Representative shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 8. Any action taken under this Section 8 shall not relieve any Defaulting defaulting Underwriter from liability in respect of any liability it may have to the Contract Seller or any other default of such Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Agreement.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein If Firm Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall be deemed have the right to relieve any Defaulting Underwriter from any liability it may have to postpone the Contract Seller First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus or any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason under this Section 8. Except as expressly set forth in this Agreement, no action taken pursuant to this Section shall relieve any defaulting Underwriter from liability, if any, in respect of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterdefault.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(h) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total aggregate amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto, as applicable, except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total aggregate amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares, as applicable by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, neither the Contract Seller Company nor Warburg Pincus shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or Warburg Pincus (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, you or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Shares in accordance with the terms hereof, and the amount of the Offered Certificates Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Shares set forth in Schedule I III hereto, the remaining Underwriters Underwriter shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule III hereto except as may otherwise be determined by you) the Offered Certificates Shares that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter shall fail to take up and pay for the amount of the Offered Certificates Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Shares set forth in Schedule I III hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(h) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). (c) If Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. Nothing herein As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8. (d) No action taken pursuant to this Section shall be deemed to relieve any Defaulting defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason liability, if any, in respect of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterdefault.

Substitution of Underwriters. If any Underwriter one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to ---------------------------- take up justify the termination of this Agreement under the provisions of Section 7 or 11 hereof) to purchase and pay for (a) in the amount case of the Offered Certificates Closing Date, the number of Firm Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Firm Shares in accordance with the terms hereof or (b) in the case of the Option Closing Date, the number of Additional Shares agreed to be purchased under this Underwriting Agreement by such Underwriter or Underwriters upon tender to you of such Offered Certificates Additional Shares in accordance with the terms hereof, and the amount number of the Offered Certificates such Shares shall not purchased does not aggregate more than exceed 10% of the total amount Firm Shares or Additional Shares required to be purchased on the Closing Date or the Option Closing Date, as the case may be, then, each of the Offered Certificates set forth in Schedule I hereto, the remaining non-defaulting Underwriters shall be obligated to take up purchase and pay for (in addition to the Offered Certificates number of such Shares which it has severally agreed to purchase hereunder) that proportion of the withdrawing or number of Shares which the defaulting Underwriter or Underwriters shall have so failed or refused to purchase on such Closing Date or Option Closing Date, as the case may be, which the number of Shares agreed but failed to purchasebe purchased by such non-defaulting Underwriter bears to the aggregate number of Shares so agreed to be purchased by all such non-defaulting Underwriters on such Closing Date or Option Closing Date, as the case may be. This Underwriting Agreement In such case, you shall terminate if (i) have the right to postpone the Closing Date or the Option Closing Date, as the case may be, to a date not exceeding seven full business days after the date originally fixed as such Closing Date or the Option Closing Date, as the case may be, pursuant to the terms hereof in order that any Underwriter necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to take up justify the termination of this Agreement under the provisions of Section 7 or 11 hereof) to purchase and pay for (a) in the amount case of the Offered Certificates Closing Date, the number of Firm Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Firm Shares in accordance with the terms hereof or (b) in the case of the Option Closing Date, the number of Additional Shares agreed to be purchased under this Underwriting Agreement (by such Underwriter being a "Defaulting Underwriter") or Underwriters upon tender to you of such Offered Certificates Additional Shares in accordance with the terms hereof, (ii) and the amount number of the Offered Certificates not purchased aggregates more than such Shares shall exceed 10% of the total amount of Firm Shares or Additional Shares required to be purchased by all the Offered Certificates set forth in Schedule I heretoUnderwriters on the Closing Date or the Option Closing Date, and as the case may be, then (iii) unless within 48 hours after such default arrangements satisfactory to the remaining Underwriters and the Contract Seller your satisfaction shall have been made for the purchase of such Offered Certificates the defaulted Shares by other persons are not made within 36 hours thereafter. In an Underwriter or Underwriters) and subject to the event provisions of Section 11(b) hereof, this Agreement will terminate without liability on the part of any such terminationnon-defaulting Underwriter or on the part of the Company or the Selling Stockholders except as otherwise provided in Sections 6 and 8 hereof. As used in this Agreement, the Contract Seller shall not be under term "Underwriter" includes any liability to any Underwriter (except to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than person substituted for an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreementparagraph. Nothing in this Section 12, to purchase the amount and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of the Offered Certificates which any default of such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterthis Agreement.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non- defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(i) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the principal amount of the Offered Certificates Firm Notes agreed by such Underwriter to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Notes in accordance with the terms hereof, and the principal amount of the Offered Certificates Firm Notes not purchased does not in either case aggregate more than 10% of the total aggregate principal amount of the Offered Certificates Firm Notes set forth in Schedule I hereto, the remaining Underwriters shall be obligated, severally, in proportion to the respective principal amount of Firm Notes which they are obligated to purchase hereunder, to take up and pay for the Offered Certificates principal amount of Firm Notes that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter shall fail to take up and pay for the principal amount of the Offered Certificates Firm Notes agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Notes in accordance with the terms hereof, (ii) and the principal amount of the Offered Certificates Firm Notes not purchased aggregates more than 10% of the total aggregate principal amount of the Offered Certificates Firm Notes set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller for the purchase of such Offered Certificates Firm Notes by other persons reasonably satisfactory to the Company are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(h) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some material reason permitted under this Underwriting Agreement, to purchase the principal amount of the Offered Certificates which Firm Notes agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing contained herein shall be deemed to relieve any Defaulting a defaulting Underwriter from any liability it may have for its default. If Firm Notes to the Contract Seller which a default relates are to be purchased by non-defaulting Underwriters or by any other party or parties, the non-defaulting Underwriters or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement Agreement, upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoII hereof (based on aggregate purchase price), then the remaining Lead Underwriter (or, in the case that DBS is the withdrawing or defaulting Underwriter, the remaining Underwriters Lead Underwriters) shall be obligated to take up and pay for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement purchase (it being understood and agreed that if DBS is the withdrawing or defaulting Underwriter, then the Lead Underwriters' obligations under this Section 12(a) shall terminate if be allocated between them, on a pro rata basis, in accordance with the respective aggregate purchase prices to be paid by the remaining Lead Underwriters for the Certificates originally allocated thereto on Schedule II). (ib) If any Underwriter shall fail to take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") ), upon tender of such Offered Certificates in accordance with the terms hereof, (ii) and the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoII hereto (based on aggregate purchase price), and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller Company for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) 5(g), Section 8 and Section 8 9 hereof) ), nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunderDefaulting Underwriter) be under any liability to the Contract Seller Company (except to the extent provided in Section Sections 8 and 9 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller Company or any the other Underwriter Underwriters by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, and the amount of the Offered Certificates Securities not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Securities set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Securities that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Securities not purchased aggregates more than 10% of the total amount of the Offered Certificates Securities set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Securities by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor the Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(ix), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Securities agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholder (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Securities to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement Agreement, upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoII hereof (based on aggregate purchase price), then the remaining Lead Underwriter (or, in the case that Deutsche Bank is the withdrawing or defaulting Underwriter, the remaining Underwriters Lead Underwriters) shall be obligated to take up and pay for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement purchase (it being understood and agreed that if Deutsche Bank is the withdrawing or defaulting Underwriter, then the Lead Underwriters' obligations under this Section 12(a) shall terminate if be allocated between them, on a pro rata basis, in accordance with the respective aggregate purchase prices to be paid by the Lead Underwriters for the Certificates originally allocated thereto on Schedule II). (ib) If any Underwriter shall fail to take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") ), upon tender of such Offered Certificates in accordance with the terms hereof, (ii) and the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoII hereto (based on aggregate purchase price), and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller Company for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) 5(g), Section 8 and Section 8 9 hereof) ), nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunderDefaulting Underwriter) be under any liability to the Contract Seller Company (except to the extent provided in Section Sections 8 and 9 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller Company or any the other Underwriter Underwriters by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. If any Underwriter one or more of the Underwriters shall fail or refuse on the Closing Date to ---------------------------- take up purchase and pay for the Bonds which it or they have agreed to purchase hereunder, then (a) if the aggregate principal amount of the Offered Certificates Bonds which the defaulting Underwriter or Underwriters so agreed by such Underwriter to be purchased under this Underwriting Agreement upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates purchase shall not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoexceed $150,000,000, the remaining nondefaulting Underwriters shall be obligated to take up purchase the Bonds from the Company, in proportion to their respective obligations hereunder and pay for upon the Offered Certificates that terms herein set forth, or (b) if the withdrawing or aggregate principal amount of the Bonds which the defaulting Underwriter or Underwriters so agreed but failed to purchasepurchase shall exceed $150,000,000, either you, as Representatives of the Underwriters, or the Company shall have the right at any time prior to 9:30 a.m., New York City time, on the next business day after the Closing Date to procure one or more of the other Underwriters, or any others, to purchase such Bonds from the Company, in such amounts as may be agreed upon and upon the terms herein set forth. This Underwriting If within such specified time neither you, as such representative, nor the Company shall have procured such other Underwriters or any others to purchase the Bonds agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement shall terminate if (i) without liability on the part of any nondefaulting Underwriter shall fail to take up and pay for the amount or of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Certificates in accordance with the terms hereof, (ii) the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafterCompany. In the event of a default by any such terminationUnderwriter or Underwriters, as set forth in this Section 14, the Contract Seller Closing Date may be postponed for such period, not exceeding seven days, as you, as such representative, shall determine in order that any required changes in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken or termination of this Agreement under this Section 14 shall not be under relieve any defaulting Underwriter from liability to in respect of any default of such Underwriter (except to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. If any Underwriter shall fail to ---------------------------- take up and pay for the amount aggregate number of the Offered Certificates Securities agreed by such Underwriter to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, and the amount aggregate number of the Offered Certificates Securities not purchased does not aggregate more than 10% of the total amount number of Securities that the Offered Certificates set forth in Schedule I heretoUnderwriters are obligated to purchase hereunder at the Closing Date, the remaining Underwriters Underwriter shall be obligated to take up and pay for the Offered Certificates Securities that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if (i) If any Underwriter shall fail to take up and pay for the amount aggregate number of the Offered Certificates Securities agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, (ii) and the amount number of the Offered Certificates Securities not purchased aggregates more than 10% of the total amount number of Securities that the Offered Certificates set forth in Schedule I heretoUnderwriters are obligated to purchase hereunder at the Closing Date, and (iii) arrangements satisfactory to the remaining Underwriters non-defaulting Underwriter and the Contract Seller Company for the purchase of such Offered Certificates Securities by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter with respect to Securities not purchased by reason of such termination (except to the extent provided in Section 5(f) 0, regarding payment of expenses, and Section 8 0, regarding indemnification and contribution, hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some a reason permitted under this Underwriting Agreement, to purchase the amount number of the Offered Certificates which Securities agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company with respect to such Securities (except to the extent provided in Section 8 0 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) and 4(a)(viii)and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. If one or more of the Underwriters shall, for any Underwriter shall fail reason permitted hereunder, cancel its obligation to ---------------------------- purchase hereunder and to take up and pay for the amount of the Offered Certificates agreed by such Underwriter Firm Shares to be purchased under this Underwriting Agreement upon tender of by such Offered Certificates in accordance with one or more Underwriters, the terms hereofCompany shall immediately notify the remaining Underwriters, and the amount remaining Underwriters shall have the right, within 24 hours of receipt of such notice, either to take up and pay for (in such proportion as may be agreed upon among them) or to substitute another underwriter or underwriters, satisfactory to the Offered Certificates Company, to take up and pay for the number of Firm Shares that such one or more Underwriters did not purchase. If one or more Underwriters shall, for any reason other than a reason permitted hereunder, fail to take up and pay for the Firm Shares to be purchased does not aggregate by such one or more than 10% of Underwriters, the total amount of Company shall immediately notify the Offered Certificates set forth in Schedule I heretoremaining Underwriters, and the remaining Underwriters shall be obligated to take up and pay for (in addition to the Offered Certificates respective number of Firm Shares set forth opposite their respective names in Schedule 1), the number of Firm Shares that such defaulting Underwriter or Underwriters failed to take up and pay for, up to a number thereof equal to, in the case of each such remaining Underwriter, ten percent (10%) of the number of Firm Shares set forth opposite the name of such remaining Underwriter in Schedule 1, and such remaining Underwriters shall have the right, within 24 hours of receipt of such notice, either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters, satisfactory to the Company, to take up and pay for, the remaining number of the Firm Shares that the withdrawing or defaulting Underwriter or Underwriters agreed but failed to purchase. This Underwriting Agreement If any unpurchased Firm Shares still remain, then the Company or the Underwriters shall terminate be entitled to an additional period of 24 hours within which to procure another party or parties, who are members of the NASD (or if not members of the NASD, who are not eligible for membership in the NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice) and satisfactory to the Company, to purchase or agree to purchase such unpurchased Firm Shares on the terms herein set forth. In any Underwriter such case, either the remaining Underwriters or the Company shall have the right to postpone the Closing Date for a period not to exceed seven full business days from the date agreed upon in accordance with this Section 10, in order that the necessary changes in the Registration Statement and Prospectus and any other documents and arrangements may be effected. If the Underwriters and the Company shall fail to take up and pay for procure a satisfactory party or parties as above provided to purchase or agree to purchase such unpurchased Firm Shares, then the amount Company may either (i) require the remaining Underwriters to purchase the number of the Offered Certificates agreed by Firm Shares that they are obligated to purchase hereunder (but no more than such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter"number of Firm Shares) upon tender of such Offered Certificates in accordance with the terms hereof, or (ii) terminate this Agreement by giving prompt notice to the amount of Underwriters. In the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to event that neither the remaining Underwriters and nor the Contract Seller Company has arranged for the purchase of such Offered Certificates unpurchased Firm Shares by other persons another party or parties as above provided and the Company has not elected to require the remaining Underwriters to purchase the number of Firm Shares that they are not made within 36 hours thereafter. In obligated to purchase hereunder, then this Agreement shall terminate without any liability on the event part of any such termination, Underwriter or the Contract Seller Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not be under relieve any defaulting Underwriter from liability to in respect of any Underwriter (except to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted default of such Underwriters under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Shares in accordance with the terms hereof, and the amount of the Offered Certificates such Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I A hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule A hereto except as may otherwise be determined by the Offered Certificates Representative) the Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I A hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) 5 and Section 8 8.3 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Underwritten Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 5 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall have the right to postpone the Closing Date for the sale of the Firm Shares for not more than seven business days in order that the necessary changes in the Registration Statement, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.under this Section 8.4

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I IV hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule IV hereto except as may otherwise be determined by the Offered Certificates Representative) the Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I IV hereto, and (iii) arrangements satisfactory to the remaining Underwriters Company and the Contract Seller Representative for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller termination Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). (c) If Firm Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. Nothing herein As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8. (d) No action taken pursuant to this Section shall be deemed to relieve any Defaulting defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason liability, if any, in respect of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterdefault.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by the Offered Certificates Representative) the Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller Representative for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(ix), Section 4(b)(i), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall . (c) If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. If for any Underwriter shall fail reason one or more of the Underwriters fails or refuses (otherwise than for a reason sufficient to ---------------------------- take up justify the termination of this Agreement under the provisions of Section 5 or Section 9 of this Agreement) to purchase and pay for the amount number of the Offered Certificates Firm Shares agreed to be purchased by such Underwriter or Underwriters, the Company shall immediately give notice thereof to the Representative and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be purchased agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms set forth herein, all or any part of the Firm Shares that such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail to make such arrangements with respect to all such Shares, the number of Firm Shares that each non-defaulting Underwriter is otherwise obligated to purchase under this Underwriting Agreement upon tender shall be automatically increased on a pro rata basis to absorb the remaining Shares that the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Shares that the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than Shares exceeds 10% of the total amount number of Firm Shares that all Underwriters agreed to purchase under this Agreement. If the Offered Certificates set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for the Offered Certificates total number of Firm Shares that the withdrawing or defaulting Underwriter or Underwriters agreed but failed to purchase. This Underwriting Agreement purchase shall terminate if (i) any Underwriter shall fail to take up and pay for the amount of the Offered Certificates agreed by such Underwriter to not be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Certificates or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the first 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such Shares on the terms hereof, (ii) the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafterthis Agreement. In the event of any such terminationcase, either you or the Contract Seller Company shall not be under any liability have the right to any Underwriter (except to postpone the extent Closing Date determined as provided in Section 5(f2(c) and of this Agreement for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 8 hereof2(c) nor shall in order that any Underwriter (other than an Underwriter who shall have failednecessary changes in the Registration Statement, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller Prospectus or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterdocuments or arrangements may be made.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(vii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. If any Underwriter one or more of the Underwriters shall fail or refuse on the Closing Date to ---------------------------- take up purchase and pay for the Bonds which it or they have agreed to purchase hereunder, then (a) if the aggregate principal amount of the Offered Certificates Bonds which the defaulting Underwriter or Underwriters so agreed by such Underwriter to be purchased under this Underwriting Agreement upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates purchase shall not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoexceed $20,000,000, the remaining nondefaulting Underwriters of shall be obligated to take up purchase the Bonds from the Company, in proportion to their respective obligations hereunder and pay for upon the Offered Certificates that terms herein set forth, or (b) if the withdrawing or aggregate principal amount of the Bonds which the defaulting Underwriter or Underwriters so agreed but failed to purchasepurchase shall exceed $20,000,000, either you, as Representatives of the Underwriters, or the Company shall have the right at any time prior to 9:30 A.M., New York City time, on the next business day after the Closing Date to procure one or more of the other Underwriters, or any others, to purchase such Bonds from the Company, in such amounts as may be agreed upon and upon the terms herein set forth. This Underwriting If within such specified time neither you, as such representative, nor the Company shall have procured such other Underwriters or any others to purchase the Bonds agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement shall terminate if (i) without liability on the part of any nondefaulting Underwriter shall fail to take up and pay for the amount or of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Certificates in accordance with the terms hereof, (ii) the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafterCompany. In the event of a default by any such terminationUnderwriter or Underwriters, as set forth in this Section 11, the Contract Seller Closing Date may be postponed for such period, not exceeding seven days, as you, as such representative, shall determine in order that any required changes in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken or termination of this Agreement under this Section 11 shall not be under relieve any defaulting Underwriter from liability to in respect of any default of such Underwriter (except to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement any Terms Agreement, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I heretoII to such Terms Agreement, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder and thereunder as set forth in Schedule II to the Offered Certificates Terms Agreement except as may otherwise be determined by the Representative) the Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") any Terms Agreement, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I heretoII to such Terms Agreement, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller Representative for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, such Terms Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(g) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall . (c) If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, and the amount of the Offered Certificates Securities not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Securities set forth in Schedule I A hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule A hereto except as may otherwise be determined by you) the Offered Certificates Securities that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Securities not purchased aggregates more than 10% of the total amount of the Offered Certificates Securities set forth in Schedule I A hereto, and (iii) arrangements satisfactory to the remaining Underwriters you and the Contract Seller Company for the purchase of such Offered Certificates Securities by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(g) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Securities agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(vii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Underwriters or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement Agreement, upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoII hereof (based on aggregate purchase price), then the remaining Lead Underwriter (or, in the case that CSFB is the withdrawing or defaulting Underwriter, the remaining Underwriters Lead Underwriters) shall be obligated to take up and pay for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement purchase (it being understood and agreed that if CSFB is the withdrawing or defaulting Underwriter, then the Lead Underwriters' obligations under this Section 12(a) shall terminate if be allocated between them, on a pro rata basis, in accordance with the respective aggregate purchase prices to be paid by the Lead Underwriters for the Certificates originally allocated thereto on Schedule II). (ib) If any Underwriter shall fail to take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") ), upon tender of such Offered Certificates in accordance with the terms hereof, (ii) and the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoII hereto (based on aggregate purchase price), and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller Company for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) 5(g), Section 8 and Section 8 9 hereof) ), nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunderDefaulting Underwriter) be under any liability to the Contract Seller Company (except to the extent provided in Section Sections 8 and 9 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller Company or any the other Underwriter Underwriters by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Shares in accordance with the terms hereof, and the amount of the Offered Certificates Shares not purchased does not aggregate more than 10% of the total amount of Shares that the Offered Certificates set forth in Schedule I heretoUnderwriters are obligated to purchase hereunder at the Closing Date, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in SCHEDULE 1 hereto except as may otherwise be determined by you) the Offered Certificates Shares that the withdrawing or defaulting Underwriter or Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Shares not purchased aggregates more than 10% of the total amount of Shares that the Offered Certificates set forth in Schedule I heretoUnderwriters are obligated to purchase hereunder at the Closing Date, and (iii) arrangements satisfactory to the remaining Underwriters you and the Contract Seller Company for the purchase of such Offered Certificates Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter with respect to Shares not purchased by reason of such termination (except to the extent provided in Section 5(f4(i) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company with respect to such Shares (except to the extent provided in Section 8 6 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non- defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. If (a) If, on the First Closing Date or any Option Closing Date, any Underwriter or Underwriters shall fail or refuse to ---------------------------- take up and pay for purchase the amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder on such date, upon tender of such Offered Certificates Securities in accordance with the terms hereof, and the amount of the Offered Certificates Securities not purchased does not aggregate more than 10% of the total amount of Securities to be purchased on such date, the Offered Certificates set forth in Schedule I heretoRepresentatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the remaining Underwriters shall be obligated obligated, severally and not jointly, to take up and pay for purchase (in proportion to their respective commitments set forth in Schedule I hereto or as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if purchase on such date. (ib) If, on the First Closing Date or any Option Closing Date, any Underwriter or Underwriters shall fail or refuse to take up and pay for purchase the amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (hereunder on such Underwriter being a "Defaulting Underwriter") date, upon tender of such Offered Certificates Securities in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Securities not purchased aggregates exceeds more than 10% of the total amount aggregate number of the Offered Certificates set forth in Schedule I heretoSecurities to be purchased on such date, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Securities by other persons are not made within 36 hours thereafterafter such default, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Securities agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein If Securities to which a default relates are to be purchased by the non-defaulting Underwriters or by any other party or parties, the Representatives shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 8. Any action taken under this Section 8 shall not relieve any Defaulting defaulting Underwriter from liability in respect of any liability it may have to the Contract Seller or any other default of such Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Agreement.

Substitution of Underwriters. If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, the remaining or Underwriters shall be obligated to take up and pay for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if (i) any Underwriter shall fail to take up and pay for the amount number of the Offered Certificates agreed Shares to be purchased by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") or Underwriters hereunder upon tender of such Offered Certificates Shares in accordance with the terms hereof, (ii) and if the amount aggregate number of the Offered Certificates Shares which such defaulting Underwriter or Underwriters so agreed but failed to purchase does not purchased aggregates more than exceed 10% of the total amount Shares, the remaining Underwriters shall be obligated severally in proportion to their respective commitments hereunder to take up and pay for the Shares of such defaulting Underwriter or Underwriters. If one or more of the Offered Certificates Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement) to purchase on any Closing Date the aggregate number of Shares agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Shares agreed to be purchased by such Underwriter or Underwriters shall exceed 10% of the aggregate number of Shares to be sold on any Closing Date hereunder by the Company to the Underwriters, then the other Underwriters shall have the right to purchase or procure one or more other underwriters to purchase, in such proportions as they may agree upon and upon the terms herein set forth in Schedule I heretoforth, the Shares which such defaulting Underwriter or Underwriters agreed to purchase, and (iii) arrangements this Agreement shall be carried out accordingly. If such other Underwriters do not exercise such right within twenty-four hours after receiving notice of any such default, which notice the Representatives shall have also promptly delivered to the Company, then the Company shall have the right to procure another party or parties reasonably satisfactory to the remaining Representatives to purchase or agree to purchase such Shares on the terms herein set forth. If the Company is unable to procure another such party, the Company may notify the Representatives that the non-defaulting Underwriters are, by the giving of such notice, released from their obligations to purchase such number of Shares being sold hereunder by the Company as are indicated in such notice as, when subtracted from the total number of Shares originally agreed to be purchased by all of the Underwriters hereunder, shall leave a reduced number of Shares to be purchased by the non-defaulting Underwriters not in excess of 110% of the aggregate number of Shares originally contracted to be purchased hereunder by the non-defaulting Underwriters, and each of them, in which event such non-defaulting Underwriters shall purchase such reduced number of Shares. In any such case, either the Representatives or the Company shall have the right to postpone any Closing Date for a period of not more than seven business days in order that necessary changes and arrangements may be effected by the Representatives and the Contract Seller Company. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the period stated for the purchase of the Shares which such Offered Certificates by other persons defaulting Underwriter or Underwriters agreed to purchase, including such arrangements for the purchase of a reduced number of Shares as are not made within 36 hours thereafterprovided for in this Section 9, then this Agreement shall terminate without liability on the part of any non-defaulting Underwriters to the Company and without liability on the part of the Company to the Underwriters. In the event of any such terminationtermination of this Agreement pursuant to the preceding paragraph of this Section, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent as provided in Section 5(f4(g) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount number of the Offered Certificates which Shares to be purchased by such Underwriter agreed hereunder, which Underwriter shall remain liable to purchase hereunderthe Company and the other Underwriters for damages resulting from such default) be under any liability to the Contract Seller Company (except to the extent as provided in Section 8 6 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement Agreement, upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoII hereof (based on aggregate purchase price), then the remaining Lead Underwriter (or, in the case that either CSFB or Salomon is the withdrawing or defaulting Underwriter, the remaining Underwriters Lead Underwriters) shall be obligated to take up and pay for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement purchase (it being understood and agreed that if either CSFB or Salomon is the withdrawing or defaulting Underwriter, then the Lead Underwriters' obligations under this Section 12(a) shall terminate if be allocated between them, on a pro rata basis, in accordance with the respective aggregate purchase prices to be paid by the Lead Underwriters for the Certificates originally allocated thereto on Schedule II). (ib) If any Underwriter shall fail to take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") ), upon tender of such Offered Certificates in accordance with the terms hereof, (ii) and the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoII hereto (based on aggregate purchase price), and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller Company for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) 5(g), Section 8 and Section 8 9 hereof) ), nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunderDefaulting Underwriter) be under any liability to the Contract Seller Company (except to the extent provided in Section Sections 8 and 9 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller Company or any the other Underwriter Underwriters by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Shareholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Shareholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other Underwriter by reason of its failure party or parties, the Representatives or the Company shall have the right to take up postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and pay for Offered Certificates any other documents, as agreed to by such Defaulting Underwriter.well as any other arrangements, may be

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total aggregate amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto, as applicable, except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total aggregate amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares, as applicable by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, neither the Contract Seller Company nor the Selling Stockholders shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, you or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. If any Underwriter one or more Underwriters default in its or their obligations to purchase and pay for Units hereunder and if the aggregate amount of such Units which all Underwriters so defaulting have agreed to purchase does not exceed 10% of the aggregate number of Units constituting the Units, the non-defaulting Underwriters shall fail have the right and shall be obligated severally to ---------------------------- purchase and pay for (in addition to the Units set forth opposite their names in Schedule I) the full amount of the Units agreed to be purchased by all such defaulting Underwriters and not so purchased, in proportion to their respective commitments hereunder. In such event the Representative, for the accounts of the several non-defaulting Underwriters, may take up and pay for the amount all or any part of the Offered Certificates agreed by such Underwriter additional Units to be purchased by each such Underwriter under this Underwriting Agreement upon tender subsection (a), and may postpone the Closing Date to a time not exceeding seven full business days; or (b) If one or more Underwriters (other than the Representative) default in its or their obligations to purchase and pay for the Units hereunder and if the aggregate amount of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than Units which all Underwriters so defaulting shall have agreed to purchase shall exceed 10% of the total amount aggregate number of Units, or if one or more Underwriters for any reason permitted hereunder cancel its or their obligations to purchase and pay for Units hereunder, the Offered Certificates set forth non-canceling and non-defaulting Underwriters (hereinafter called the "Remaining Underwriters") shall have the right, but shall not be obligated to purchase such Units in Schedule I heretosuch proportion as may be agreed among them, at the Closing Date. If the Remaining Underwriters do not purchase and pay for such Units at such Closing Date, the Closing Date shall be postponed for one business day and the remaining Underwriters shall have the right to purchase such Units, or to substitute another person or persons to purchase the same or both, at such postponed Closing Date. If purchasers shall not have been found for such Units by such postponed Closing Date, the Closing Date shall be obligated postponed for a further two business days and the Company shall have the right to take up and pay substitute another person or persons, satisfactory to you to purchase such Units at such second postponed Closing Date. If the Company shall not have found such purchasers for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting such Units by such second postponed Closing Date, then this Agreement shall automatically terminate if (i) any Underwriter shall fail to take up and pay for neither the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Certificates in accordance with the terms hereof, (ii) the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to Company nor the remaining Underwriters and (including the Contract Seller for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafter. In the event of any such termination, the Contract Seller Representative) shall not be under any liability to any Underwriter obligation under this Agreement (except that the Company shall remain liable to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 Paragraph 7 hereof). Nothing herein shall be deemed to relieve As used in this Agreement, the term "Underwriter" includes any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay person substituted for Offered Certificates as agreed to by such Defaulting Underwriter.an 23

Substitution of Underwriters. (a) If any Underwriter one or more Underwriters default in its or their obligations to purchase and pay for Shares hereunder and if the aggregate amount of such Shares which all Underwriters so defaulting have agreed to purchase does not exceed 10% of the aggregate number of Shares, the non-defaulting Underwriters shall fail have the right and shall be obligated severally to ---------------------------- purchase and pay for (in addition to the Shares set forth opposite their names in Schedule I) the full amount of the Shares agreed to be purchased by all such defaulting Underwriters and not so purchased, in proportion to their respective commitments hereunder. In such event the Representative, for the accounts of the several non-defaulting Underwriters, may take up and pay for the amount all or any part of the Offered Certificates agreed by such Underwriter additional Shares to be purchased by each such Underwriter under this Underwriting Agreement upon tender subsection (a), and may postpone the Closing Date to a time not exceeding seven full business days; or (b) If one or more Underwriters (other than the Representative) default in its or their obligations to purchase and pay for the Shares hereunder and if the aggregate amount of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than Shares which all Underwriters so defaulting shall have agreed to purchase shall exceed 10% of the total amount aggregate number of Shares, or if one or more Underwriters for any reason permitted hereunder cancel its or their obligations to purchase and pay for Shares hereunder, the Offered Certificates set forth non-canceling and non-defaulting Underwriters (hereinafter called the "Remaining Underwriters") shall have the right, but shall not be obligated to purchase such Shares in Schedule I heretosuch proportion as may be agreed among them, at the Closing Date. If the Remaining Underwriters do not purchase and pay for such Shares at such Closing Date, the Closing Date shall be postponed for one business day and the remaining Underwriters shall have the right to purchase such Shares, or to substitute another person or persons to purchase the same or both, at such postponed Closing Date. If purchasers shall not have been found for such Shares by such postponed Closing Date, the Closing Date shall be obligated postponed for a further two business days and the Company shall have the right to take up and pay substitute another person or persons, satisfactory to you to purchase such Shares at such second postponed Closing Date. If the Company shall not have found such purchasers for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting such Shares by such second postponed Closing Date, then this Agreement shall automatically terminate if (i) any Underwriter shall fail to take up and pay for neither the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Certificates in accordance with the terms hereof, (ii) the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to Company nor the remaining Underwriters and (including the Contract Seller for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafter. In the event of any such termination, the Contract Seller Representative) shall not be under any liability to any Underwriter obligation under this Agreement (except that the Company shall remain liable to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 Paragraph 7 hereof). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 14. Nothing herein in this subparagraph (b) will relieve a defaulting Underwriter from its liability, if any, to the other Underwriters for damages occasioned by its default hereunder (and such damages shall be deemed to relieve include, without limitation, all expenses reasonably incurred by each Underwriter in connection with the proposed purchase and sale of the Shares) or obligate any Defaulting Underwriter from to purchase or find purchasers for any liability it may have to the Contract Seller or any other Underwriter by reason Shares in excess of its failure to take up and pay for Offered Certificates as those agreed to be purchased by such Defaulting UnderwriterUnderwriter under the terms of Sections 3 and 14 hereof.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Shares in accordance with the terms hereof, and the amount of the Offered Certificates Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by the Offered Certificates Representative) the Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller Representative for the purchase of such Offered Certificates Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) 4 and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall have the right to postpone the Closing Date for not more than seven (7) business days in order that the necessary changes in the Registration Statement, in the Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 9.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representative and all Underwriters or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Final Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor the Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholder (except to the extent provided in Section 8 6 hereof). Nothing herein shall . (c) If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Shareholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Shareholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination none of the Contract Seller Company nor any Selling Shareholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Shareholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters other Underwriter shall be obligated to take up and pay for the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Shareholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Shareholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting purchased by the non-defaulting Underwriter from any liability it may have to the Contract Seller or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm ADSs agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm ADSs in accordance with the terms hereof, and the amount of the Offered Certificates Firm ADSs not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm ADSs set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm ADSs that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm ADSs agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm ADSs in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm ADSs not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm ADSs set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm ADSs by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such terminationtermination neither the Company, the Contract Seller Controlling Shareholder nor any Selling Shareholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm ADSs agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company, the Controlling Shareholder or the Selling Shareholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm ADSs to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the ADS Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the principal amount of the Offered Certificates Debt Securities or Warrants agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Debt Securities or Warrants, as the case may be, in accordance with the terms hereof, and the principal amount of Debt Securities or the Offered Certificates number of Warrants not purchased does not aggregate more than 10% of the total principal amount of the Offered Certificates Debt Securities or 10% of the total number of Warrants, as the case may be, set forth in Schedule I heretothe Terms Agreement, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in the Offered Certificates that Terms Agreement, except as may otherwise be determined by you) the Debt Securities or Warrants, as the case may be, which the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the principal amount of the Offered Certificates Debt Securities or Warrants agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Debt Securities or Warrants, as the case may be, in accordance with the terms hereof, (ii) and the principal amount of Debt Securities or the Offered Certificates number of Warrants not purchased aggregates more than 10% of the total principal amount of Debt Securities or 10% of the Offered Certificates total number of Warrants, as the case may be, set forth in Schedule I heretothe Terms Agreement, and (iii) arrangements satisfactory to the remaining Underwriters you and the Contract Seller Company for the purchase of such Offered Certificates Debt Securities or Warrants, as the case may be, by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not to exceed seven full business days, as you shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(h) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the principal amount of the Offered Certificates which Debt Securities or Warrants agreed by such Underwriter agreed to purchase hereunderbe purchased under this Agreement) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein contained in this Agreement shall be deemed to relieve any Defaulting defaulting Underwriter from any liability it may have of its liability, if any, to the Contract Seller or Company and any other non-defaulting Underwriter for damages occasioned by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterdefault hereunder.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the principal amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, and the principal amount of the Offered Certificates Securities not purchased does not aggregate more than 10l0% of the total principal amount of the Offered Certificates Securities set forth in Schedule I heretothe Terms Agreement, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in the Offered Certificates that Terms Agreement, except as may otherwise be determined by you) the Securities which the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the principal amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, (ii) and the principal amount of the Offered Certificates Securities not purchased aggregates more than 10% of the total principal amount of the Offered Certificates Securities set forth in Schedule I the Terms Agreement hereto, and (iii) arrangements satisfactory to the remaining Underwriters you and the Contract Seller Company for the purchase of such Offered Certificates Securities by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not to exceed seven full business days, as you shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4 (h) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the principal amount of the Offered Certificates which Securities agreed by such Underwriter agreed to purchase hereunderbe purchased under this Agreement) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein contained in this Agreement shall be deemed to relieve any Defaulting defaulting Underwriter from any liability it may have of its liability, if any, to the Contract Seller or Company and any other non-defaulting Underwriter for damages occasioned by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterdefault hereunder.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(h) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(g) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Units agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Units in accordance with the terms hereof, and the amount of the Offered Certificates Firm Units not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Units set forth in Schedule I heretoI, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I except as may otherwise be determined by you) the Offered Certificates Firm Units that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Units agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Units in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Units not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Units set forth in Schedule I heretoI, and (iii) you shall use your reasonable efforts to make arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Units by other persons persons, but if such arrangements are not made within 36 48 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the non-breaching Underwriters to the extent provided in Section 5(f4(a)(viii) and Section 8 hereof6) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Units agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 hereof6). Nothing herein shall If Firm Units to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under have any liability to any Underwriter (except to the extent provided in Section 5(f) 4(a)(viii), and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under have any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein If Firm Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall be deemed have the right to relieve any Defaulting Underwriter from any liability it may have to postpone the Contract Seller First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus or any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. If any Underwriter one or more of the Underwriters shall fail or refuse on the Closing Date to ---------------------------- take up purchase and pay for the Bonds which it or they have agreed to purchase hereunder, then (a) if the aggregate principal amount of the Offered Certificates Bonds which the defaulting Underwriter or Underwriters so agreed by such Underwriter to be purchased under this Underwriting Agreement upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates purchase shall not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoexceed $100,000,000, the remaining nondefaulting Underwriters shall be obligated to take up purchase the Bonds from the Company, in proportion to their respective obligations hereunder and pay for upon the Offered Certificates that terms herein set forth, or (b) if the withdrawing or aggregate principal amount of the Bonds which the defaulting Underwriter or Underwriters so agreed but failed to purchasepurchase shall exceed $100,000,000 either you, as the Representatives of the Underwriters, or the Company shall have the right at any time prior to 9:30 a.m., New York City time, on the next business day after the Closing Date to procure one or more of the other Underwriters, or any others, to purchase such Bonds from the Company, in such amounts as may be agreed upon and upon the terms herein set forth. This Underwriting If within such specified time neither you, as the Representatives, nor the Company shall have procured such other Underwriters or any others to purchase the Bonds agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement shall terminate if (i) without liability on the part of any nondefaulting Underwriter shall fail to take up and pay for the amount or of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Certificates in accordance with the terms hereof, (ii) the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafterCompany. In the event of a default by any such terminationUnderwriter or Underwriters, as set forth in this Section 14, the Contract Seller Closing Date may be postponed for such period, not exceeding seven days, as you, as the Representatives, shall determine in order that any required changes in the Registration Statement the Prospectus or the Disclosure Package or in any other documents or arrangements may be effected. Any action taken or termination of this Agreement under this Section 14 shall not be under relieve any defaulting Underwriter from liability to in respect of any default of such Underwriter (except to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor any Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholders (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor Osmetech shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or Osmetech (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representative and all Underwriters or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter shall fail ---------------------------- to ---------------------------- take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement Agreement, upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretohereof, the remaining Underwriters shall be obligated to take up and pay for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter shall fail to take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") ), upon tender of ---------------------- such Offered Certificates in accordance with the terms hereofhereof and thereof, (ii) and the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller Company for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 Sections 8, 9 and 10 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller Company or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by the Offered Certificates Representative) the Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters Company and the Contract Seller Representative for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) and Section 8 7 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 7 hereof). (c) If Firm Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. Nothing herein As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 9. (d) No action taken pursuant to this Section shall be deemed to relieve any Defaulting defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason liability, if any, in respect of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterdefault.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor the Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(ix), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholder (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Securities agreed by such Underwriter to be purchased under this Underwriting Agreement Agreement, upon tender of such Offered Certificates Securities in accordance with the terms hereof, and the amount of the Offered Certificates Securities not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Securities set forth in Schedule I heretohereof, the remaining Underwriters shall be obligated to take up and pay for the Offered Certificates Securities that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter shall fail to take up and pay for the amount of the Offered Certificates Securities agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") ), upon tender of such Offered Certificates Securities in accordance with the terms hereofhereof and thereof, (ii) and the amount of the Offered Certificates Securities not purchased aggregates more than 10% of the total amount of the Offered Certificates Securities set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters [and the][, the] Company [and the Contract Seller Issuer] for the purchase of such Offered Certificates Securities by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination [the Contract Seller Company shall not not] [neither the Company nor the Issuer shall] be under any liability to any Underwriter (except to the extent provided in [Section 5(f5(g) and and] Section 8 hereof) nor shall any Underwriter (other than an a Defaulting Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section Sections 8 and 9 hereof)) [or the Issuer]. Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller Company [, the Issuer] or any other Underwriter by reason of its failure to take up and pay for Offered Certificates Securities as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, and the amount of the Offered Certificates Securities not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Securities set forth in Schedule I A hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule A hereto except as may otherwise be determined by you) the Offered Certificates Securities that the withdrawing or defaulting Underwriter or Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Securities not purchased aggregates more than 10% of the total amount of the Offered Certificates Securities set forth in Schedule I A hereto, and (iii) arrangements satisfactory to the remaining Underwriters you and the Contract Seller Company for the purchase of such Offered Certificates Securities by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(g) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Securities agreed by such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.purchased

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(h) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. If any Underwriter one or more of the Underwriters shall fail on the Closing Date to ---------------------------- take up purchase and pay for the amount of the Offered Certificates Debentures and Firm Shares agreed to be purchased by such Underwriter hereunder (the "Defaulted Debentures" or the "Defaulted Shares", respectively) and such failure to be purchased purchase shall constitute a default in the performance of its obligations under this Underwriting Agreement upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoAgreement, the remaining Underwriters shall have the right, within 48 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other persons, to purchase all, but not less than all, of the Defaulted Debentures or the Defaulted Shares, as the case may be, in such amounts as may be obligated agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 48 hour period, then: with respect to take up and pay for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate Defaulted Debentures: if (i) any Underwriter shall fail to take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Certificates in accordance with the terms hereof, (ii) the amount of the Offered Certificates Defaulted Debentures does not purchased aggregates more than exceed 10% of the total aggregate principal amount of the Offered Certificates set forth Debentures, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in Schedule I hereto, and (iii) arrangements satisfactory the proportions that their respective underwriting obligations hereunder bear to the remaining Underwriters and underwriting obligations of all non-defaulting Underwriters; or if the Contract Seller for amount of Defaulted Debentures exceeds 10% of the purchase aggregate principal amount of such Offered Certificates by other persons are not made within 36 hours thereafter. In the event of any such terminationDebentures, the Contract Seller non-defaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Defaulted Debentures and if such non-defaulting Underwriters do not purchase all the Defaulted Debentures, this Agreement will terminate without liability to any Underwriter (except non-defaulting Underwriter; and with respect to the extent provided in Section 5(f) and Section 8 hereof) nor Defaulted Shares: if the number of Defaulted Shares, does not exceed 10% of the aggregate number of the Firm Shares, the non-defaulting Underwriters shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or if the number of Defaulted Shares, exceeds 10% of the Offered Certificates which such Underwriter agreed aggregate number of the Firm Shares, the non-defaulting Underwriters shall have the right to purchase hereunder) all, but shall not be under any obligation to purchase any, of the Defaulted Shares and if such non-defaulting Underwriters do not purchase all the Defaulted Shares, this Agreement will terminate without liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting non-defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall . (c) If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure under this Section 8 with like effect as if it had originally been a party to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterthis Agreement.

Substitution of Underwriters. If any Underwriter one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to ---------------------------- take up justify the termination of this Agreement under the provisions of Section 7 or 13 hereof) to purchase and pay for (a) in the amount case of the Offered Certificates First Closing Date, the number of Firm Common Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Firm Common Shares in accordance with the terms hereof or (b) in the case of the Second Closing Date, the number of Optional Common Shares agreed to be purchased under this Underwriting Agreement by such Underwriter or Underwriters upon tender to you of such Offered Certificates Optional Common Shares in accordance with the terms hereof, and the amount number of the Offered Certificates such shall not purchased does not aggregate more than exceed 10% of the total amount Firm Common Shares or Optional Common Shares required to be purchased on the First Closing Date or the Second Closing Date, as the case may be, then, each of the Offered Certificates set forth in Schedule I hereto, the remaining non-defaulting Underwriters shall be obligated to take up purchase and pay for (in addition to the Offered Certificates number of such Shares which it has severally agreed to purchase hereunder) that proportion of the withdrawing or number of Shares which the defaulting Underwriter or Underwriters shall have so failed or refused to purchase on such First Closing Date or Second Closing Date, as the case may be, which the number of Firm Common Shares agreed but failed to purchasebe purchased by such non-defaulting Underwriter bears to the aggregate number of Common Shares so agreed to be purchased by all such non-defaulting Underwriters on such First Closing Date or Second Closing Date, as the case may be. This Underwriting Agreement In such case, you shall terminate if (i) have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, to a date not exceeding seven full business days after the date originally fixed as such First Closing Date or Second Closing Date, as the case may be, pursuant to the terms hereof in order that any Underwriter necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to take up justify the termination of this Agreement under the provisions of Section 7 or 13 hereof) to purchase and pay for (a) in the amount case of the Offered Certificates First Closing Date, the number of Firm Common Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Firm Common Shares in accordance with the terms hereof or (b) in the case of the Second Closing Date, the number of Optional Common Shares agreed to be purchased under this Underwriting Agreement (by such Underwriter being a "Defaulting Underwriter") or Underwriters upon tender to you of such Offered Certificates Optional Common Shares in accordance with the terms hereof, (ii) and the amount number of the Offered Certificates not purchased aggregates more than such Shares shall exceed 10% of the total amount of Firm Common Shares or Optional Common Shares required to be purchased by all the Offered Certificates set forth in Schedule I heretoUnderwriters on the First Closing Date or the Second Closing Date, and as the case may be, then (iii) unless within 48 hours after such default arrangements satisfactory to the remaining Underwriters and the Contract Seller your satisfaction shall have been made for the purchase of such Offered Certificates the defaulted Shares by other persons are not made within 36 hours thereafter. In an Underwriter or Underwriters) and subject to the event provisions of Section 13 hereof, this Agreement will terminate without liability on the part of any such terminationnon-defaulting Underwriter or on the part of the Company except as otherwise provided hereof. As used in this Agreement, the Contract Seller shall not be under term "Underwriter" includes any liability to any Underwriter (except to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than person substituted for an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreementparagraph. Nothing in this Section 12, to purchase the amount and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of the Offered Certificates which any default of such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterthis Agreement.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I A hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule A hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I A hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) 4(a)(viii), other than with respect to any Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the amount of Firm Shares agreed by such Underwriter to be purchased hereunder, and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. If any Underwriter one or more of the Underwriters shall fail or refuse on the Closing Date to ---------------------------- take up purchase and pay for the Notes which it or they have agreed to purchase hereunder, then (a) if the aggregate principal amount of the Offered Certificates Notes which the defaulting Underwriter or Underwriters so agreed by such Underwriter to be purchased under this Underwriting Agreement upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates purchase shall not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoexceed $300,000,000, the remaining nondefaulting Underwriters shall be obligated to take up purchase the Notes from the Company, in proportion to their respective obligations hereunder and pay for upon the Offered Certificates that terms herein set forth, or (b) if the withdrawing or aggregate principal amount of the Notes which the defaulting Underwriter or Underwriters so agreed but failed to purchasepurchase shall exceed $300,000,000, either you, as Representatives of the Underwriters, or the Company shall have the right at any time prior to 9:30 a.m., New York City time, on the next business day after the Closing Date to procure one or more of the other Underwriters, or any others, to purchase such Notes from the Company, in such amounts as may be agreed upon and upon the terms herein set forth. This Underwriting If within such specified time neither you, as such Representatives, nor the Company shall have procured such other Underwriters or any others to purchase the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement shall terminate if (i) without liability on the part of any nondefaulting Underwriter shall fail to take up and pay for the amount or of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Certificates in accordance with the terms hereof, (ii) the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafterCompany. In the event of a default by any such terminationUnderwriter or Underwriters, as set forth in this Section 14, the Contract Seller Closing Date may be postponed for such period, not exceeding seven days, as you, as such Representatives, shall determine in order that any required changes in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken or termination of this Agreement under this Section 14 shall not be under relieve any defaulting Underwriter from liability to in respect of any default of such Underwriter (except to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any no liability to any Underwriter (except to the extent provided in Section 5(f) 5 and Section 8 7 hereof) ), nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 7 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, the General Disclosure Package, the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 9.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the principal amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, and the principal amount of the Offered Certificates Securities not purchased does not aggregate more than 10% of the total principal amount of the Offered Certificates Securities set forth in Schedule I heretothe Terms Agreement, the remaining Underwriters shall be obligated to take up and pay for (in proportion to the Offered Certificates that respective underwriting obligations hereunder as set forth in the Terms Agreement, except as may otherwise be determined by you) the Securities which the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the principal amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, (ii) and the principal amount of the Offered Certificates Securities not purchased aggregates more than 10% of the total principal amount of the Offered Certificates Securities set forth in Schedule I the Terms Agreement hereto, and (iii) arrangements satisfactory to the remaining Underwriters you and the Contract Seller Company for the purchase of such Offered Certificates Securities by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not to exceed seven full business days, as you shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(h) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the principal amount of the Offered Certificates which Securities agreed by such Underwriter agreed to purchase hereunderbe purchased under this Agreement) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein contained in this Agreement shall be deemed to relieve any Defaulting defaulting Underwriter from any liability it may have of its liability, if any, to the Contract Seller or Company and any other non-defaulting Underwriter for damages occasioned by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterdefault hereunder.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the principal amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, and the principal amount of the Offered Certificates Securities not purchased does not aggregate more than 10% of the total principal amount of the Offered Certificates Securities set forth in Schedule I heretothe Terms Agreement, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in the Offered Certificates that Terms Agreement, except as may otherwise be determined by you) the Securities which the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the principal amount of the Offered Certificates Securities agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Securities in accordance with the terms hereof, (ii) and the principal amount of the Offered Certificates Securities not purchased aggregates more than 10% of the total principal amount of the Offered Certificates Securities set forth in Schedule I the Terms Agreement hereto, and (iii) arrangements satisfactory to the remaining Underwriters you and the Contract Seller Company for the purchase of such Offered Certificates Securities by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not to exceed seven full business days, as you shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(h) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the principal amount of the Offered Certificates which Securities agreed by such Underwriter agreed to purchase hereunderbe purchased under this Agreement) be under any liability to the Contract Seller Company (except to the extent provided in Section 8 6 hereof). Nothing herein contained in this Agreement shall be deemed to relieve any Defaulting defaulting Underwriter from any liability it may have of its liability, if any, to the Contract Seller or Company and any other non-defaulting Underwriter for damages occasioned by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterdefault hereunder.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule II hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I II hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination neither the Contract Seller Company nor the Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholder (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.

Substitution of Underwriters. If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if (i) any Underwriter shall fail to take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Certificates in accordance with the terms hereof, (ii) the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller Sellers for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafter. In the event of any such termination, the Contract Seller Sellers shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller Sellers (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller Sellers or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement Agreement, upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoII hereof (based on aggregate purchase price), then the remaining Underwriters shall be obligated to take up and pay for the Offered Certificates that the withdrawing or defaulting Underwriter agreed but failed to purchase. This Underwriting Agreement shall terminate if , on a pro rata basis in accordance with the respective aggregate purchase prices to be paid by the remaining Underwriters for the Certificates originally allocated thereto on Schedule II. (ib) If any Underwriter shall fail to take up and pay for the amount of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") ), upon tender of such Offered Certificates in accordance with the terms hereof, (ii) and the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoII hereto (based on aggregate purchase price), and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller Company for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Contract Seller Company shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f) 5(g), Section 8 and Section 8 9 hereof) ), nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) non-Defaulting Underwriters be under any liability to the Contract Seller Company (except to the extent provided in Section Sections 8 and 9 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller Company or any the other Underwriter Underwriters by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. If any Underwriter one or more of the Underwriters shall fail or refuse on the Closing Date to ---------------------------- take up purchase and pay for the Bonds which it or they have agreed to purchase hereunder, then (a) if the aggregate principal amount of the Offered Certificates Bonds which the defaulting Underwriter or Underwriters so agreed by such Underwriter to be purchased under this Underwriting Agreement upon tender of such Offered Certificates in accordance with the terms hereof, and the amount of the Offered Certificates purchase shall not purchased does not aggregate more than 10% of the total amount of the Offered Certificates set forth in Schedule I heretoexceed $60,000,000, the remaining nondefaulting Underwriters shall be obligated to take up purchase the Bonds from the Company, in proportion to their respective obligations hereunder and pay for upon the Offered Certificates that terms herein set forth, or (b) if the withdrawing or aggregate principal amount of the Bonds which the defaulting Underwriter or Underwriters so agreed but failed to purchasepurchase shall exceed $60,000,000 either you, as Representatives of the Underwriters, or the Company shall have the right at any time prior to 9:30 a.m., New York City time, on the next business day after the Closing Date to procure one or more of the other Underwriters, or any others, to purchase such Bonds from the Company, in such amounts as may be agreed upon and upon the terms herein set forth. This Underwriting If within such specified time neither you, as such Representatives, nor the Company shall have procured such other Underwriters or any others to purchase the Bonds agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement shall terminate if (i) without liability on the part of any nondefaulting Underwriter shall fail to take up and pay for the amount or of the Offered Certificates agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Certificates in accordance with the terms hereof, (ii) the amount of the Offered Certificates not purchased aggregates more than 10% of the total amount of the Offered Certificates set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller for the purchase of such Offered Certificates by other persons are not made within 36 hours thereafterCompany. In the event of a default by any such terminationUnderwriter or Underwriters, as set forth in this Section 14, the Contract Seller Closing Date may be postponed for such period, not exceeding seven days, as you, as such Representatives, shall determine in order that any required changes in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken or termination of this Agreement under this Section 14 shall not be under relieve any defaulting Underwriter from liability to in respect of any default of such Underwriter (except to the extent provided in Section 5(f) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which such Underwriter agreed to purchase hereunder) be under any liability to the Contract Seller (except to the extent provided in Section 8 hereof). Nothing herein shall be deemed to relieve any Defaulting Underwriter from any liability it may have to the Contract Seller or any other Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriter.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to ---------------------------- take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, and the amount of the Offered Certificates Firm Shares not purchased does not aggregate more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Offered Certificates Firm Shares that the withdrawing or defaulting Underwriter Underwriters agreed but failed to purchase. This Underwriting Agreement shall terminate if . (ib) If any Underwriter or Underwriters shall fail to take up and pay for the amount of the Offered Certificates Firm Shares agreed by such Underwriter or Underwriters to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") hereunder, upon tender of such Offered Certificates Firm Shares in accordance with the terms hereof, (ii) and the amount of the Offered Certificates Firm Shares not purchased aggregates more than 10% of the total amount of the Offered Certificates Firm Shares set forth in Schedule I hereto, and (iii) arrangements satisfactory to the remaining Underwriters and the Contract Seller you for the purchase of such Offered Certificates Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, termination the Contract Seller Company and the Selling Stockholder shall not be under any liability to any Underwriter (except to the extent provided in Section 5(f4(a)(viii), Section 4(b)(ii) and Section 8 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Underwriting Agreement, to purchase the amount of the Offered Certificates which Firm Shares agreed by such Underwriter agreed to purchase be purchased hereunder) be under any liability to the Contract Seller Company or the Selling Stockholder (except to the extent provided in Section 8 6 hereof). Nothing herein shall If Firm Shares to which a default relates are to be deemed to relieve any Defaulting Underwriter from any liability it may have to purchased by the Contract Seller non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used herein, the term "Underwriter" includes any person substituted for an Underwriter by reason of its failure to take up and pay for Offered Certificates as agreed to by such Defaulting Underwriterunder this Section 8.