Common use of Default by an Underwriter Clause in Contracts

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If on the Closing Date any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and on such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities shares of the Shares set forth opposite their names in Schedule II I hereto bear to the aggregate amount number of Securities shares of the Shares set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date; provided, however, that in the event that the aggregate number of the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretothe Shares to be purchased on the Closing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Shares; provided further, that if the Securities, and if such non-defaulting remaining Underwriters do not exercise their right to purchase all such Shares and arrangements for the Securitiespurchase of such Shares satisfactory to the Company and the Representative are not made within 36 hours after such default, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear I to this Agreement bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II heretoI to this Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date and any settlement date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail default in its or their obligations to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated obliged severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, and arrangements satisfactory to the remaining Underwriters shall have and EDC for the right to purchase all, but shall of such Securities are not be under any obligation to purchase any, of the Securities, and if made within 48 hours after such non-defaulting Underwriters do not purchase all the Securitiesdefault, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyEDC. In the event of a default by any Underwriter as set forth in this Section 810, which shall not cause this Agreement to be terminated, either EDC or the Representatives shall have the right to postpone the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company EDC and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall -------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 -------- ------- that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if arrangements satisfactory to the Representatives, the Company and the Guarantor for the purchase of such non-defaulting Underwriters do Securities by other persons are not purchase all the Securitiesmade within 36 hours after such default, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Company or the CompanyGuarantor. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Guarantor and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the CompanyCI. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Canadian Final Prospectus and the U.S. Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company CI and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.. 14

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities Shares set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of Securities Shares set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such non-defaulting Underwriters do not purchase all of the SecuritiesShares, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. 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 exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one Underwriter or more Underwriters shall fail default in their obligations to purchase Securities hereunder and pay the aggregate principal amount of the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Securities, you may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Securities agreed to be purchased Underwriters, but if no such arrangements are made by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementClosing Date, the remaining non-defaulting Underwriters shall be obligated severally severally, in proportion to take up and pay for (in the their respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear commitments hereunder, to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) purchase the Securities which the that such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting . If any Underwriter or Underwriters agreed but failed so default and the aggregate principal amount of the Securities with respect to purchase shall exceed which such default or defaults occurs exceeds 10% of the aggregate total principal amount of the Securities set forth in Schedule II hereto, and arrangements satisfactory to you and the remaining Underwriters shall have the right to Company for purchase all, but shall of such Securities by other persons are not be under any obligation to purchase any, of the Securities, and if made within 36 hours after such non-defaulting Underwriters do not purchase all the Securitiesdefault, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company, except as provided in Section 7 and 8 hereof. In the event of a default by any Underwriter as set forth As used in this Section 8Agreement, the Closing Date shall be postponed term “Underwriter” includes any person substituted for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effectedan Underwriter under this Section. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of shares of Securities set forth opposite their names in Schedule II A hereto bear bears to the aggregate amount number of shares of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount total number of Securities set forth in Schedule II A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Selling Shareholder or the Company. In the event of a default by any Underwriter as set forth in this Section 89(a), the Closing Date or Date of Delivery, as the case may be, shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Shareholder and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Units agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Units set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities Units set forth opposite the names of all the remaining Underwriters) the Securities Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Units set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesUnits, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesUnits, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the CompanyPennTex Parties other than as contemplated by Sections 5(i), 7 and 8. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Partnership and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date or the Option Closing Date, as applicable, shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder under this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus ADS Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that if the aggregate -------- ------- principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the SecuritiesSecurities within 36 hours of such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyCompany except as otherwise provided in Section 11. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or to any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Underwriting Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyIssuer. In the event of a default by any Underwriter as set forth in this Section 89, the First Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuer and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities Units set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount number of Securities Units set forth opposite the names of all the remaining Underwriters) the Securities Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that if the aggregate amount number of Securities Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of Securities Units set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securitiessuch Units, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securitiesof such Units, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyCompany except as otherwise provided in Section 7. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all of the Securities, this Agreement with respect to all of the Securities will terminate without liability to any non-defaulting Underwriter Underwriter, the Issuer or the CompanyGuarantors. In the event of a default by any Underwriter as set forth in this Section 810, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and Issuer, the Guarantors or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (i) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; (ii) provided, however, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the CompanyIssuers. In the event of a default by any Underwriter as set forth in clause (ii) of this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives and Issuers shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuers and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Shares set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Shares set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesShares, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Selling Shareholders or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Shareholders and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in may make arrangements for the event 15 that purchase of the aggregate amount of Securities Offered Certificates which the such defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of by other persons satisfactory to the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase allCompany, but shall not be under any obligation to purchase any, of the Securities, and if no such non-defaulting Underwriters do not purchase all the Securitiesarrangements are made within 36 hours after such default, this Agreement will shall terminate without liability to any on the part of the non-defaulting Underwriter or the Company. In , except that the event Company will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Section 5(f) and except that the provisions of Sections 7 and 9 shall not terminate and shall remain in effect. As used in this Agreement, the term "Underwriters" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed on Schedule 1 hereto that, pursuant to this Section 8, purchases Offered Certificates which the defaulting Underwriter agreed but failed to purchase. (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or the non-defaulting Underwriter for damages caused by its default. If other persons are obligated or agree to purchase the Offered Certificates of the defaulting Underwriter, either the non-defaulting Underwriter or the Company may postpone the Closing Date shall be postponed for such period, not exceeding up to seven days, as the Representatives shall determine full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Preliminary Prospectus and Statement and/or the Final Prospectus or in any other documents document or arrangements may be effected. Nothing contained in this Agreement shall relieve arrangement, and the Company agrees to promptly prepare any defaulting Underwriter of its liability, if any, amendment or supplement to the Company and Registration Statement and/or the Final Prospectus that effects any non-defaulting Underwriter for damages occasioned by its default hereundersuch changes.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities Notes set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities Notes set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such non-defaulting Underwriters do not purchase all the SecuritiesNotes, this Agreement will terminate without liability to any non-defaulting Underwriter Underwriter, Braskem or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Underwriters or Braskem shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such periodlonger than five Business Days, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final any Prospectus, any Issuer Free Writing Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to Braskem or the Company and or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities International Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities International Shares set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities International Shares set forth opposite the names of all the remaining Underwriters) the Securities International Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities International Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities International Shares set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesInternational Shares, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesInternational Shares, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Company or the CompanySelling Shareholder. In the event of a default by any Underwriter as set forth in this Section 811, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus ADR Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Shareholder and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter Underwriter, the Company, the Adviser or the CompanyAdministrator. In the event of a default by any Underwriter as set forth in this Section 810, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions which that the amount of Securities Notes set forth opposite their names in Schedule II hereto bear 1 bears to the aggregate amount of Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities all of the Notes set forth in Schedule II hereto1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, Notes and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesNotes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any non-defaulting Underwriter nondefaulting Underwriter, the Trust or the CompanyDepositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Depositor shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Depositor and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of the applicable series of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the applicable series of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Securities, and if such non-defaulting Underwriters do not purchase all the of such Securities, this Agreement will terminate as to such series of Securities without liability to any non-defaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus each Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any 18 defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Securities; provided further, that if the Securities, and if such non-defaulting remaining Underwriters do not exercise their right to purchase all such Securities and arrangements for the Securitiespurchase of such Securities satisfactory to the Company and the Representatives are not made within 36 hours after such default, then this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any all of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount number of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 109.09% of the aggregate amount number of Securities set forth in Schedule II heretothe Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter Underwriters or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative(s) shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Certificates set forth opposite their names in Schedule II I hereto bear to the aggregate amount of Securities Certificates set forth opposite the names of all the remaining Underwriters) the Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Certificates set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesCertificates, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesCertificates, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, Agreement and the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the Offered Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate total principal amount of Securities set forth in Schedule II heretoOffered Certificates that the Underwriters are obligated to purchase on the Closing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriter may make arrangements for the purchase of the Offered Certificates which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriter. If any Underwriter so defaults and the aggregate principal amount of Offered Certificates with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Certificates that the Underwriters do are obligated to purchase on such Closing Date and arrangements satisfactory to the non-defaulting Underwriter and the Company for the purchase of such Offered Certificates by other persons are not purchase all the Securitiesmade within 36 hours after such default, this Agreement will shall terminate without liability to any on the part of the non-defaulting Underwriter or the Company. In , except that the event Company will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Section 4(g) and except that the provisions of Sections 6 and 8 shall not terminate and shall remain in effect. As used in this Agreement, the term "Underwriters" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. 7 purchases Certificates which a defaulting Underwriter agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve any a defaulting Underwriter of its liability, if any, any liability it may have to the Company and or any non-defaulting Underwriter for damages occasioned caused by its default hereunderdefault. If other persons are obligated or agree to purchase the Offered Certificates of a defaulting Underwriter, either the non-defaulting Underwriter or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of the counsel for the Company or counsel for the non-defaulting Underwriter may be necessary in the Registration Statement and/or the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and/or the Prospectus that effects any such changes.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, then the remaining Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all of the unsold Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then the non-defaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Company, the Selling Stockholders, the Adviser or the CompanyAdministrator. In the event of a default by any Underwriter as set forth in this Section 812, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder under this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus ADS Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Issuer or the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Issuer and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters ------------------------- shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Securities set forth opposite their names in Schedule II hereto bear to all the aggregate amount Offered Security of Securities the various Classes set forth opposite the names name of all the remaining Underwriters) the Offered Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Offered Securities set forth in Schedule II heretothe Prospectus Supplement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such non-defaulting nondefaulting Underwriters do not no purchase all the Offered Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and to any non-defaulting nondefaulting Underwriter for damages occasioned by its default defaulting hereunder. If this Agreement shall be terminated by the Underwriters, or any of them, because of the failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, or if for any reason the Company shall reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of- pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Offered Securities.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter Underwriter, the Issuer, the Parent or the CompanyHoldco Guarantors. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuer, the Parent and the Holdco Guarantors and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Securities set forth opposite their names in Schedule II hereto bear to all the aggregate amount Offered Security of Securities the various Classes set forth opposite the names name of all the remaining Underwriters) the Offered Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Offered Securities set forth in Schedule II heretothe Prospectus Supplement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such non-defaulting nondefaulting Underwriters do not no purchase all the Offered Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and to any non-defaulting nondefaulting Underwriter for damages occasioned by its default defaulting hereunder. If this Agreement shall be terminated by the Underwriters, or any of them, because of the failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, or if for any reason the Company shall reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Offered Securities.

Default by an Underwriter. If any one or more of the Underwriters shall fail at Closing Time to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which it is obligated to purchase under this Agreement (the “Defaulted Securities”), the other Underwriter (the “non-defaulting Underwriter or Underwriters Underwriter”) shall have the right, within 24 hours thereafter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed but failed to purchaseupon and upon the terms herein set forth; providedif, however, that in the event 15 that the aggregate amount of Securities which the non-defaulting Underwriter or Underwriters agreed but failed to shall not have completed such purchase shall within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters non-defaulting Underwriter shall be obligated to purchase the full amount thereof, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the (i) non-defaulting Underwriter or (ii) the Company and the Selling Stockholder shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 8, postpone the Closing Date shall be postponed Time for such period, a period not exceeding seven days, as the Representatives shall determine days in order that the to effect any required changes in the Registration Statement, the Preliminary Prospectus and General Disclosure Package or the Final Prospectus or in any other documents or arrangements may be effectedarrangements. Nothing contained in As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderSection 10.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the SecuritiesSecurities within 36 hours of such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyCompany except as otherwise provided in Section 11. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or to any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities DECS agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities DECS set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities DECS set forth opposite the names of all the remaining Underwriters) the Securities DECS which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities DECS which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities DECS set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesDECS, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesDECS, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, USX or the CompanyRMI. In the event of a default by any Underwriter as set forth in this Section 811, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the USX or RMI Registration Statement, the Preliminary Prospectus Statement and the Final USX or RMI Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company USX, RMI and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters may make arrangements for the purchase of the Offered Certificates which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company, but if no such arrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or the Company, except that the Company will continue to be obligated severally liable for the payment of expenses to take up and pay for (in the respective proportions which the amount of Securities extent set forth opposite their names in Section 6(f) and except that the provisions of Sections 8 and 10 shall not terminate and shall remain in effect. As used in this Agreement, the term "Underwriters" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed on Schedule II I hereto bear that, pursuant to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities this Section 9, purchases Offered Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the . (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not for damages caused by its default. If other persons are obligated or agree to purchase all the SecuritiesOffered Certificates of the defaulting Underwriter, this Agreement will terminate without liability to any of the non-defaulting Underwriter Underwriters or the Company. In the event of a default by any Underwriter as set forth in this Section 8, Company may postpone the Closing Date shall be postponed for such period, not exceeding up to seven days, as the Representatives shall determine full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Preliminary Prospectus and Statement and/or the Final Prospectus or in any other documents document or arrangements may be effected. Nothing contained in this Agreement shall relieve arrangement, and the Company agrees to promptly prepare any defaulting Underwriter of its liability, if any, amendment or supplement to the Company and Registration Statement and/or the Final Prospectus that effects any non-defaulting Underwriter for damages occasioned by its default hereundersuch changes.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Units agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Firm Units set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities Firm Units set forth opposite the names of all the remaining Underwriters) the Securities Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Units set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesUnits, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesUnits, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Companyany Enterprise Party. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Delivery Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company any Enterprise Party and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder under this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, other than as contemplated by Sections 3(xviii), 5 and 6. In the event of a default by any Underwriter as set forth in this Section 87, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Company or the CompanyOperating Partnership. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Operating Partnership and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Notes set forth opposite their names in Schedule SCHEDULE II hereto bear to the aggregate amount of Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Notes set forth in Schedule SCHEDULE II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such non-defaulting Underwriters do not purchase all the SecuritiesNotes, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives non-defaulting Underwriters shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear I to this Agreement bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II heretoI to this Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 810, the Closing Date and any settlement date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase shall constitute a such Certificates on the terms contained herein. If within 36 hours after such default in by any Underwriter the performance Representatives do not arrange for the purchase of its or their obligations under this Agreementsuch Certificates, the remaining nondefaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities Certificates set forth opposite the names of all the remaining Underwriters) the Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Certificates set forth in Schedule SCHEDULE II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesCertificates, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesCertificates, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Note Issuer or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Note Issuer and the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Preferred Stock agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Preferred Stock set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities Preferred Stock set forth opposite the names of all the remaining Underwriters) the Securities Preferred Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Preferred Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Preferred Stock set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesPreferred Stock, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesPreferred Stock, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date or the Second Closing Date, as the case may be, shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Company, the Adviser or the CompanyAdministrator. In the event of a default by any Underwriter as set forth in this Section 810, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-non- defaulting Underwriter Underwriter, the Selling Stockholders or the CompanyIssuer. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive (5) Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuer, the Selling Stockholders, and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the total aggregate amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of the applicable series of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the applicable series of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Securities, and if such non-defaulting Underwriters do not purchase all the of such Securities, this Agreement will terminate as to such series of Securities without liability to any non-defaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the 18 Registration Statement, the Preliminary Prospectus each Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Depositary Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities Depositary Shares set forth opposite their names in Schedule II hereto bear bears to the aggregate amount total number of Securities Depositary Shares set forth opposite the names of all the remaining Underwriters) the Securities Depositary Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount total number of Securities Depositary Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount total number of Securities Depositary Shares set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesDepositary Shares, and if such non-defaulting Underwriters do not purchase all the SecuritiesDepositary Shares, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.defaulting

Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Securities Firm Shares to be purchased set forth opposite their names in on Schedule II I hereto bear bears to the aggregate amount number of Securities Firm Shares set forth ---------- opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities the Firm Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities the Firm Shares set forth in on Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-non- defaulting Underwriter or the Company. In the event of a default by any an Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, any liability it may have to the Company and any Issuers or the non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company, except as provided in Section 11 hereof. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount number of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Canadian Final Prospectus and the U.S. Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or nondefaulting Underwriter, the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus Adviser or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.the

Default by an Underwriter. If any one or more U.S. Underwriters shall fail to purchase and pay for any of the U.S. Securities agreed to be purchased by such U.S. Underwriter or U.S. Underwriters hereunder under this U.S. Underwriting Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining U.S. Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of U.S. Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of U.S. Securities set forth opposite the names of all the remaining U.S. Underwriters) the U.S. Securities which the defaulting U.S. Underwriter or U.S. Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of U.S. Securities which the defaulting U.S. Underwriter or U.S. Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II I hereto, the remaining U.S. Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the U.S. Securities, and if such non-defaulting nondefaulting U.S. Underwriters do not purchase all the U.S. Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting U.S. Underwriter or the Company. In the event of a default by any U.S. Underwriter as set forth in this Section 810, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the U.S. Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.ADR

Default by an Underwriter. If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for the Securities (in the respective proportions which the principal amount of Securities set forth opposite their names in on Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed exceeds 10% of the aggregate principal amount of the Securities set forth in on Schedule II hereto, the remaining non-defaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all of the Securities, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 5 hereof and the indemnity and contribution agreements in Section 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date or the Option Closing Date, as the case may be, shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities DECS agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities DECS set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities DECS set forth opposite the names of all the remaining Underwriters) the Securities DECS which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event 15 that the aggregate principal amount of Securities DECS which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities DECS set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesDECS, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesDECS, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, U S WEST or the CompanyEnhance. In the event of a default by any Underwriter as set forth in this Section 811, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the USW or Enhance Registration Statement, the Preliminary Prospectus Statement and the Final USW or Enhance Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company U S WEST, Enhance and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities Notes set forth opposite their names in Schedule II I hereto bear to the aggregate principal amount of Securities the Notes set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date; provided, however, that in the event that the aggregate principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II heretothe Notes to be purchased, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Notes; provided further, that if the Securities, and if such non-defaulting remaining Underwriters do not exercise their right to purchase all such Notes and arrangements for the Securitiespurchase of such Notes satisfactory to the Company and the Representatives are not made within 36 hours after such default, then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Shares set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Shares set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesShares, this Agreement will terminate (or, if such default shall occur with respect to any Option Shares to be purchased on an Option Closing Date, the Underwriters may, at the Representative’s option, by notice from the Representative to the Company, terminate the Underwriters’ obligation to purchase Option Shares from the Company on such date) without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 812, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase anythe Securities hereunder, of any other Underwriter may in its discretion arrange for itself or for another party or parties to purchase such Securities to which such default relates on the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Companyterms contained herein. In the event of that within five (5) calendar days after such a default by any Underwriter the Representatives do not arrange for the purchase of the Securities to which such default relates as set forth provided in this Section 89, this Agreement shall thereupon terminate, without liability on the Closing Date shall be postponed for such periodpart of the Company [or the Selling Stockholders] with respect thereto (except in each case as provided in Section 5, not exceeding seven days7(a) and 8 hereof) or the non-defaulting Underwriter, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Underwriter of its liability, if any, to the other Underwriters[,] [or] the Company and any non-defaulting Underwriter [or the Selling Stockholders] for damages occasioned by its or their default hereunder. (b) In the event that the Securities to which the default relates are to be purchased by any non-defaulting Underwriter, or are to be purchased by another party or parties as aforesaid, the Representatives, the Company [or the Selling Stockholders] shall have the right to postpone the Closing Date for a period, not exceeding seven (7) business days, in order to effect whatever changes may thereby be made necessary in the Prospectus or in any other documents and arrangements. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Securities.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder under this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus ADS Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any an Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Disclosure Package, the preliminary prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of the Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate terminate, without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date or the Option Closing Date, as the case may be, shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if if, within 3 days of such non-defaulting default, such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 8nondefaulting Underwriter, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus Selling Stockholder or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.the

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that that, in the event 15 that the aggregate amount of Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed ten percent (10% %) of the aggregate amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and and, if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company, the Operating Partnership or the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 810, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Operating Partnership, the Selling Stockholders and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the several Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its its, or their their, obligations under this Agreement, the remaining Underwriters shall be obligated severally obligated, severally, to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their respective names in Schedule II hereto bear bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) Underwriters the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except that the provisions of Sections 4, 5(k), 7, 8 and 16 shall at all times be effective and shall survive such termination. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements that may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 810, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.be

Default by an Underwriter. If any one or more Underwriters shall fail ------------------------- to purchase and pay for any of the Securities Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining nondefaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the amount of Securities Bonds set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities Bonds set forth opposite the names of all the remaining Underwriters) the Securities which Bonds that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which Bonds that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Bonds set forth in Schedule II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesBonds, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesBonds, this Underwriting Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Issuer or the CompanyReliant. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall may be postponed for such period, not exceeding seven days, as the Representatives Representatives, in consultation with the Issuer and Reliant, shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuer and Reliant and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities Notes set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities Notes set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Company or the CompanyHoldings. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Time of Sale Information and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder under this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Selling Shareholders or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus ADR Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Shareholders and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II II-A hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II II-A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Forward Sellers, the Forward Counterparties or the Company. In the event of a default by any Underwriter as set forth in this Section 810, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter nondefaulting Underwriter, any Forward Seller or any Forward Counterparty for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II Annex A hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II Annex A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the CompanyIssuer and the Guarantors. In the event of a default by any Underwriter as set forth in this Section 811, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Time of Sale Information and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuer and the Guarantors or any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company, provided further, however, that prior to such termination the Company shall be entitled to a period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such shares on such terms. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters may make arrangements for the purchase of the Offered Bonds which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriters, but if no such arrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or the Company, except that the Company will continue to be obligated severally liable for the payment of expenses to take up and pay for (in the respective proportions which the amount of Securities extent set forth opposite their names in Section 5(f) and except that the provisions of Sections 7 and 9 shall not terminate and shall remain in effect. As used in this Agreement, the term "Underwriters" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule II 1 hereto bear that, pursuant to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities this Section 8 purchases Offered Bonds which the a defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the . (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter for damages caused by its default. If other persons are obligated or agree to purchase the Offered Bonds of a defaulting Underwriter, either the non-defaulting Underwriters or the Company. In the event of a default by any Underwriter as set forth in this Section 8, Company may postpone the Closing Date shall be postponed for such period, not exceeding up to seven days, as the Representatives shall determine full business days in order to effect any changes that in the required changes opinion of the counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Preliminary Prospectus and Statement and/or the Final Prospectus or in any other documents document or arrangements may be effected. Nothing contained in this Agreement shall relieve arrangement, and the Company agrees to promptly prepare any defaulting Underwriter of its liability, if any, amendment or supplement to the Company and Registration Statement and/or the Final Prospectus that effects any non-defaulting Underwriter for damages occasioned by its default hereundersuch changes.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Shares set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Shares set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such non-defaulting Underwriters do not purchase all the SecuritiesShares, this Agreement will terminate (or, if such default shall occur with respect to any Option Shares to be purchased on an Option Closing Date, the Underwriters may, at the Representative’s option, by notice from the Representative to the Company, terminate the Underwriters’ obligation to purchase Option Shares from the Company on such date) without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 812, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Transition Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining nondefaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Transition Bonds set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities Transition Bonds set forth opposite the names of all the remaining Underwriters) the Securities Transition Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities Transition Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Transition Bonds set forth in Schedule II hereto, the remaining 22 22 nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesTransition Bonds, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesTransition Bonds, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Issuer, the Seller or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Seller and the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Disclosure Package[, the preliminary prospectus] and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters an Underwriter shall fail at Closing Time to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which it is obligated to purchase under this Agreement (the “Defaulted Securities”), the non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for such non-defaulting Underwriter, or Underwriters any other underwriter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed but failed to purchaseupon and upon the terms herein set forth; providedif, however, that in the event 15 that the aggregate amount of Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchase shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, the remaining non-defaulting Underwriter shall be obligated to purchase the full amount thereof, or (b) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of the Company or the non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either (i) the Underwriters or (ii) the Company shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of postpone Closing Time for a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, period not exceeding seven days, as the Representatives shall determine days in order that the to effect any required changes in either of the Registration Statement, the Preliminary Prospectus and the Final Statements or Prospectus or in any other documents or arrangements may be effectedarrangements. Nothing contained in As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderSection 10.

Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 -------- ------- that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall -------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters Under writers agreed but failed to purchase; provided, however, that in the -------- ------- event 15 that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesSecuri- ties, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter Under writer or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters Underwrit ers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining re maining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate prin cipal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nonde faulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default de fault by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Units agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities Firm Units set forth opposite their names in Schedule II hereto bear bears to the aggregate amount number of Securities Firm Units set forth opposite the names of all of the remaining Underwriters) the Securities Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount number of Securities Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Firm Units set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesUnits, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesUnits, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the CompanyPartnership Parties. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Partnership Parties and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Securities Firm Shares to be purchased set forth opposite their names in on Schedule II hereto bear bears to the aggregate amount number of Securities Firm Shares set forth ----------- opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate principal amount of Securities the Firm Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities the Firm Shares set forth in on Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-non- defaulting Underwriter or the Company. In the event of a default by any an Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, any liability it may have to the Company and any Issuers or the non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters default in their obligations to purchase Securities hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate total principal amount of Securities, Wachovia may make arrangements satisfactory to the Issuer for the purchase of such Securities set forth in Schedule II heretoby other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities and arrangements satisfactory to Wachovia and the Issuer for the purchase of such Securities by other persons are not purchase all the Securitiesmade within 48 hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the CompanyIssuer, except as provided in Section 10. In the event any such case that does not result in a termination of a default by any Underwriter as set forth in this Section 8Agreement, the Closing Date shall be postponed Issuer and the Underwriters may postpone the closing date for such period, not exceeding longer than seven (7) days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained As used in this Agreement shall Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default by an Underwriter. If It any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. As used in this Section 8 only, the "aggregate amount" of Securities shall mean the aggregate principal amount of any Securities included in the relevant offering of Securities. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Units agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally but not jointly to take up and pay for (in the respective proportions which the amount number of Securities Units set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount number of Securities Units set forth opposite the names of all of the remaining Underwriters) the Securities which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that that, in the event 15 that the aggregate amount number of Securities which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of Securities Units set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesUnits, and if such non-defaulting nondefaulting Underwriters do not purchase all of the SecuritiesUnits, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Partnership Parties or the CompanyGolar. In the event of a default by any Underwriter as set forth in this Section 810, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Partnership Parties and Golar and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. 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 exceeding <Page 14 seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities Units set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount number of Securities Units set forth opposite the names of all the remaining Underwriters) the Securities Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that if the aggregate amount number of Securities Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of Securities Units set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securitiessuch Units, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securitiesof such Units, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyCompany except as otherwise provided in Section 7. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedpurchase;provided, however, that in the event 15 that if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the SecuritiesSecurities within 36 hours of such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyCompany except as otherwise provided in Section 11. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or to any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one anyone or more Underwriters shall fail ------------------------- to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining non-defaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount commitment percentage of Securities each remaining Underwriter set forth opposite their names its name in Schedule II I hereto bear bears to the aggregate amount of Securities set forth opposite the names commitment percentages of all the remaining non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 except that the aggregate amount non- defaulting Underwriters shall not be obligated to purchase any of the Securities if the total number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 109.09% of the aggregate amount total number of Securities, and any non-defaulting Underwriters shall not be obligated to purchase more than 110% of the percentage of the Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining Underwriters non- defaulting Underwriters, and any other underwriters satisfactory to you that so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase any, (in such proportions as may be agreed upon among them) all of the Securities, and if such non-. If the non- defaulting Underwriters or the other underwriters satisfactory to you do not elect to purchase all the SecuritiesSecurities which the defaulting Underwriter or Underwriters agreed but failed to purchase, this the Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or Underwriter, the Company. 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 exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus and the Final Prospectus Thermedics or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderThermo Electron.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities MARCS agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities MARCS set forth opposite their names in Schedule II I hereto bear bears to the aggregate amount of Securities MARCS set forth opposite the names of all the remaining Underwriters) the Securities MARCS which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event 15 that the aggregate amount of Securities MARCS which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities MARCS set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesMARCS, and if such non-defaulting nondefaulting Underwriters do not purchase all the SecuritiesMARCS, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 89, the Closing Date shall be postponed for such period, not exceeding seven 22 22 days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.