Common use of DEFAULT BY UNDERWRITERS Clause in Contracts

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Selling Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company Selling Shareholder or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholder except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or each applicable Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer), you, as the Representative, or if Representatives of the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company Issuer or you as the Representative Representatives of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or each applicable Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may reasonably determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing DateDate or the applicable Option Closing Date(s), if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer), you, as the Representative, or if Representatives of the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (ai) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (bii) if the aggregate number of Closing shares of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company Issuer or you as the Representative Representatives of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or applicable Option Closing Date(s), if any, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Securities, with respect to which such default shall occur does not exceed 10% of the Closing Securities Securities, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Securities, which they are obligated to purchase hereunder, to purchase the Closing Securities Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Securities, with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities Securities, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company Selling Shareholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as the Representative, or if Representatives of the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Securities, with respect to which such default shall occur does not exceed 10% of the Closing Securities Securities, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Securities, which they are obligated to purchase hereunder, to purchase the Closing Securities Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Securities, with respect to which such default shall occur exceeds 10% of the Closing Securities Securities, covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer or the Selling Stockholder), the Representativeyou, or if as the Representative is of the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company Issuer and the Selling Stockholder or you as the Representative of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer or of the Selling Stockholder except to the extent provided in Article VI Section 10 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or any Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company, the Operating Company or a Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or parties satisfactory to you to purchase such Shares on such terms. If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, as such Representatives, the Company and the Selling Stockholders as provided in this Section 10, (a) if the aggregate number of Closing Securities with respect to such Shares which such default shall occur remains unpurchased does not exceed 10% of the aggregate number of all the Shares to be purchased on the relevant Closing Securities covered herebyDate or Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares 29 which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to such Shares which such default shall occur remains unpurchased exceeds 10% of the aggregate number of all the Shares to be purchased on the relevant Closing Securities covered herebyDate or Option Closing Date, as the case may be, the Company Selling Stockholders that represent a majority of the total Shares to be sold under this Agreement (including any Option Shares) or you, as the Representative Representatives of the Underwriters, will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters Underwriters, the Company, the Operating Company or of the Company any Selling Stockholder except to the extent provided in Article VI Section 7 and Section 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 10, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven five business days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Firm Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the a Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Firm Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Firm Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Firm Securities with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Firm Securities, which they are obligated to purchase hereunder, to purchase the Closing Securities Firm Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Firm Securities with respect to which such default shall occur exceeds 10% of the Closing Firm Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the a Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer), the Representativeyou, or if as the Representative is of the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Units with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Units of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company Issuer or you as the Representative of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Stockholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Firm Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the a Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Firm Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Firm Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Firm Securities with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Firm Securities, which they are obligated to purchase hereunder, to purchase the Closing Securities Firm Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Firm Securities with respect to which such default shall occur exceeds 10% of the Closing Firm Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.,

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then then: (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, ; or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus Prospectuses or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement; provided, that no Underwriter shall have any liability to the Company hereunder to the extent that such liability arose as a result of the failure by any person on the “president’s list” or any investor that was introduced directly or indirectly to the Underwriters by the Company to purchase any of the Securities.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities Securities, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer), the Representativeyou, or if as the Representative is of the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company Issuer or you as the Representative of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Shareholders except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Selling Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company Selling Shareholder or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of any Selling Shareholder except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company Selling Shareholders or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Stockholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholders except to the extent provided in Article VI hereofSections 5 and 8 hereof (provided that if such default occurs with respect to the Option Shares after the first Closing Date, this Agreement shall not terminate or to any Firm Shares or Option Shares purchased prior to such termination). In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If If, on the Firm Securities Closing Date, Date and as of each Option Securities Closing Date (if any), any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer), the Representativeyou, or if as the Representative is of the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares and warrants with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares and warrants with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company Issuer or you as the Representative of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable such Closing Date may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the applicable Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the applicable Closing Securities covered herebyDate, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the applicable Closing Securities covered herebyDate, the Company or you, as the Representative Representatives of the Underwriters, will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Firm Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Selling Stockholder or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as the Representative, or if Representatives of the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company or the Representative will remaining Underwriters shall have the right to terminate this Agreement without liability on the part purchase all, but shall not be obligated to purchase any, of the Firm Securities or Option Securities, as the case may be, and if such non-defaulting Underwriters or do not purchase all of the Company except Firm Securities or Option Securities, as the case may be, this Agreement shall terminate without liability to any non-defaulting Underwriter or the extent provided in Article VI hereofCompany. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Stockholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Firm Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the RepresentativeRepresentatives, or if the a Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Firm Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative Representatives shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Firm Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Firm Securities with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Firm Securities, which they are obligated to purchase hereunder, to purchase the Closing Securities Firm Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Firm Securities with respect to which such default shall occur exceeds 10% of the Closing Firm Securities covered hereby, the Company or the Representative Representatives will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the RepresentativeRepresentatives, or if the a Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Securities, with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Securities, which they are obligated to purchase hereunder, to purchase the Closing Securities Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Securities, with respect to which such default shall occur exceeds 10% of the Closing Securities Securities, covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus Supplement or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Stockholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholders (only with respect to the Closing Date) or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Operating Partnership), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date or the Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may beShares, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares, with respect to which such default shall occur does not exceed 10% of the Closing Securities Shares, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares, which they are obligated to purchase hereunder, to purchase the Closing Securities Shares, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares, with respect to which such default shall occur exceeds 10% of the Closing Securities Closing, covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered hereby, Date the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate, the Company or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed under this Agreement to purchase and pay for on such date (the “Defaulted Securities”) (otherwise than by reason of any default on the part of the Company), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other non-defaulting Underwriters, or any othersother underwriters, to purchase all, but not less than all, of the Defaulted Securities, from the Company in such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any othersother underwriters, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or UnderwritersDefaulted Securities, then (a) if the aggregate number of Closing the Defaulted Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other non-defaulting Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing the Defaulted Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company, the Operating Partnership or the Advisor), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. 5.1 If on the Closing Date, if any, Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus Supplement or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer or a Selling Stockholder), you, as the Representative, or if Representatives of the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company Issuer and the Selling Stockholders or you as the Representative Representatives of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer or of the Selling Stockholders except to the extent otherwise provided in Article VI Section 13 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or an Option Closing Date, if anyapplicable, any Underwriter shall fail to purchase and pay for the portion of the Closing SecuritiesFirm Shares or Option Shares, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Company, in such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or such Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or such Option Closing Date, as the case may be, the Company or you, as the Representative Representatives of the Underwriters, will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 6 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer), the Representativeyou, or if as the Representative is of the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company Issuer or you as the Representative of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer except to the extent provided in Article VI Section 10 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the Company), the Representative, or if Representative of the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable its best efforts to procure within 36 twenty-four hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect Shares that the defaulting Underwriter agreed to which such default shall occur but failed to purchase does not exceed 10% of the Closing Securities covered Shares which the Underwriters are obligated to purchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Closing Securities shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect Shares that the defaulting Underwriter agreed to which such default shall occur but failed to purchase exceeds 10% of the Closing Securities Company’s Common Stock covered hereby, the Company Company, the Selling Stockholders or the Representative of the Underwriters will have the right right, by written notice given within the next twenty-four hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 10, the applicable Closing Date time of closing may be postponed for such period, not exceeding to exceed seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “UnderwriterUnderwriters” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which Shares that the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If any Underwriter or Underwriters shall ----------------------- default in its or their obligations to purchase any of the Shares which it or they are obligated to purchase under this Agreement on the First Closing Date (including, without limitation, any Optional Shares to be purchased on the First Closing Date), if any, any Underwriter shall fail to purchase and pay for the portion aggregate number of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the total number of Shares which the Underwriters are obligated to purchase at the First Closing Securities covered herebyDate, the other Underwriters shall be obligated, obligated severally, in proportion to the their respective numbers of Closing Securities which they are obligated to purchase commitments hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, . If any Underwriter or (b) if Underwriters shall so default and the aggregate number of Closing Securities Shares with respect to which such default shall or defaults occur exceeds is more than 10% of the total number of Shares which the Underwriters are obligated to purchase at the First Closing Securities covered herebyDate and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or part of the Shares of a defaulting Underwriter or Underwriters as provided in this Section 10, (i) the Company shall have the right to postpone the First Closing Date for a period of not more than five full business days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of Shares to be purchased by the remaining Underwriters or substituted underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the Representative will have the right to terminate Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the any non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwritersthe Company, as set forth in this Article V, except for expenses to be paid or reimbursed pursuant to Section 5 and except for the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this provisions of Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement6.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Securities, with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Securities, which they are obligated to purchase hereunder, to purchase the Closing Securities Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Securities, with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the First Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Offered Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Offered Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Offered Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Offered Securities to be purchased on the First Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Offered Securities which they are obligated to purchase hereunder, to purchase the Closing Offered Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of Offered Securities with respect to which such default shall occur exceeds 10% of the Offered Securities to be purchased on the First Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholders or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable First Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if upon consultation with the Representative is the defaulting Underwriter, the non-defaulting UnderwritersCompany, may determine in order that the required changes in the Registration Statement, the ADS Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Closing Securities with respect to which such default shall occur does not exceed 10% of the aggregate principal amount of Securities to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amount of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Closing Securities with respect to which such default shall occur exceeds 10% of the aggregate principal amount of Securities to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the applicable Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer), the Representativeyou, or if as the Representative is of the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company Issuer or you as the Representative of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer except to the extent provided in Article VI Section 16 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or applicable Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate, the Company or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 4 and 6 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 7, the applicable Closing Date Date, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the Pricing Prospectus or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 7 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. 5.1 If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may beShares, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares, with respect to which such default shall occur does not exceed 10% of the Closing Securities Shares, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares, which they are obligated to purchase hereunder, to purchase the Closing Securities Shares, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares, with respect to which such default shall occur exceeds 10% of the Closing Securities Closing, covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven (7) days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting UnderwritersUnderwriters (if any) and the Company, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date [or the Option Closing Date, if any, as the case may be,] any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable your best efforts to procure within 36 24 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 24 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing [Firm] Securities [or Option Securities, as the case may be,] covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing [Firm] Securities [or Option Securities, as the case may be,] which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of [Firm] Securities [or Option Securities, as the case may be,] with respect to which such default shall occur exceeds 10% of the Closing [Firm] Securities [or Option Securities, as the case may be,] covered hereby, the Company or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 24-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 10, the applicable Closing Date [or Option Closing Date, as the case may be,] may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.changes

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, Underwriters shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any othersunderwriters, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative Underwriters shall not have procured such other Underwriters, or any others, underwriters to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or UnderwritersUnderwriter, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters non-defaulting Underwriter shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company or the Representative non-defaulting Underwriter will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters Underwriter or of the Company except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or UnderwritersUnderwriter, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, Underwriter may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate, the Company or you, as the Representative of the Underwriters, will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Company, except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 11, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as the Representative Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Firm Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Selling Stockholder or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Principal Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Principal Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Firm Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Principal Stockholder or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Principal Stockholder except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

DEFAULT BY UNDERWRITERS. If on the Closing Date or any Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any othersother persons satisfactory to the Company, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as Representatives, shall not have procured such other Underwriters, or any othersother persons satisfactory to the Company, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or any Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or any Option Closing Date, as the case may be, the Company or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any Nothing in this Section 8, and no action taken under this Section hereunder, shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Stockholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If If, on the Closing DateDate or the applicable Option Closing Date(s), if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which Shares that such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer), the Representativeyou, or if as the Representative is of the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities which or Option Securities, as the case may be, that the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities which or Option Securities, as the case may be, that they are obligated to purchase hereunder, to purchase the Closing Firm Securities which or Option Securities, as the case may be, that such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company Issuer or you as the Representative of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or applicable Option Closing Date(s), if any, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Closing Securities Shares covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Closing Securities Shares covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholders or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters Underwriters, the Company or of the Company Selling Shareholders except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer), you, as the Representative, or if Representatives of the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company Issuer or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholder or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholder except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Stockholder), you, as the Representative, or if Representatives of the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Firm Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Selling Stockholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholders except to the extent provided in Article VI Section 10 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Prospectus Registration Statement or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.the Prospectus or

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company Selling Shareholders or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Operating Partnership), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.as Representatives,

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Stockholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

DEFAULT BY UNDERWRITERS. If on the First Closing Date or such Optional Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company or the Forward Seller, as applicable, such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Securities to be purchased on the First Closing Securities covered herebyDate or the Optional Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Securities to be purchased on the First Closing Securities covered herebyDate or the Optional Closing Date, as the case may be, the Company or the you as Representative will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company except to the extent provided in Article VI Sections 6 and 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 11, the applicable First Closing Date or Optional Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Company or you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If If, on the Closing Date, if anyor the Option Closing Date, as the case may be, any Underwriter one or more of the Underwriters shall fail or refuse to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed or refused to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, or in such other proportions as you may specify, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed or refused to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, (i) in the case of a default with respect to the Firm Shares, this Agreement or, (ii) in the case of a default with respect to the Option Shares, the Company non-defaulting Underwriter’s or Underwriters’ obligations to purchase such Option Shares, as the Representative will have the right to case may be, shall terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5, 8 and 14 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or the Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes changes, if any, in the Registration Statement, the Time of Sale Information or the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Selling Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company Selling Shareholder or you, as the Representative Representatives of the Underwriters, will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholder except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuer), you, as the Representative, or if Representatives of the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Closing Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Firm Securities or Option Securities, as the case may be, covered hereby, the Company Issuer or you as the Representative Representatives of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection, the applicable Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Operating Partnership), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Operating Partnership, or you as the Representative of the Underwriters, will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Operating Partnership except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares or Closing Warrants which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the RepresentativeRepresentatives, or if the a Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative Representatives will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the RepresentativeRepresentatives, or if the a Representative is the a defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which Shares that such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Firm Shares or the Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Firm Shares or the Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Firm Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities Firm Shares or the Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Securities Firm Shares or the Option Shares, as the case may be, covered hereby, the Company and the Selling Shareholder or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholder except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven (7) days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Closing, which they are obligated to purchase hereunder, to purchase the Closing Securities Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Securities, with respect to which such default shall occur exceeds 10% of the Closing Securities Securities, covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section shall Article not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Offered ADSs which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your commercially reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any othersothers approved by the Company provided that such approval shall not be unreasonably withheld, to purchase from the Company and the Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Offered ADSs which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Offered ADSs agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities ADSs with respect to which such default shall occur does not exceed 10% of the Offered ADSs to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Offered ADSs which they are obligated to purchase hereunder, to purchase the Closing Securities Offered ADSs which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities ADSs with respect to which such default shall occur exceeds 10% of the Offered ADSs to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholders or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine with the consent of the Company in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any Nothing in this paragraph and no action taken under this Section hereunder shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm ADSs hereunder unless all of the Firm ADSs are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval).

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company)Company or a Selling Stockholder, you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company or a Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Firm Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Selling Stockholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholders except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Firm Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Securities Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Selling Stockholder or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting nondefaulting Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, Underwriters or any others, in each case reasonably acceptable to the Company, to purchase from the Company and the Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI Sections 5 or 8 hereof; provided that if such default occurs with respect to the Option Shares after the Closing Date, this Agreement will not terminate as to the Shares purchased prior to such termination. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of its obligations or any default of such Underwriter under this Agreementliabilities hereunder.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if anya Date of Delivery, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Operating Partnership), Xxxxxxx Xxxxx & Associates, Inc., as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Operating Partnership, such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative Xxxxxxx Xxxxx & Associates, Inc., as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Closing Securities covered herebyShares to be purchased on the Date of Delivery, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Closing Securities covered herebyShares to be purchased on Date of Delivery, the Company and the Operating Partnership, or Xxxxxxx Xxxxx & Associates, Inc., as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Operating Partnership, except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date of Delivery may be postponed for such period, not exceeding seven days, as the Xxxxxxx Xxxxx & Associates, Inc., as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If If, on the Firm Closing Date or the Option ----------------------- Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Securities set forth opposite their respective names in Schedule A bear to the aggregate number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Securities that any Underwriter has agreed to purchase and pay for on pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such date (otherwise than by reason number of any default Securities without the written consent of such Underwriter. If, on the part of the Company)First Closing Date, the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, fail or any others, refuse to purchase the Closing Firm Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if and the aggregate number of Closing Firm Securities with respect to which such default shall occur does not exceed 10% occurs is more than one-tenth of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Firm Securities with respect to which be purchased on such default shall occur exceeds 10% of the Closing Securities covered herebydate, and arrangements satisfactory to you and the Company or for the Representative will have the right to terminate purchase of such Firm Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company, except for expenses to be paid or reimbursed by the Company pursuant to Section 5 and except to for the extent provided in Article VI hereofprovisions of Section 6. In any such case either you or the Company shall have the right to postpone the First Closing Date, but in no event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding longer than seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes If, on the Option Closing Date, any person substituted for a Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate number of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Option Securities to be purchased, the non-defaulting Underwriter. Any action taken under this Section Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Securities or (ii) purchase not relieve any less than the number of Option Securities that such non-defaulting Underwriter from liability Underwriters would have been obligated to purchase in respect of any default the absence of such Underwriter under this Agreementdefault.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, ADSs which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities ADSs which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities ADSs agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities ADSs with respect to which such default shall occur does not exceed 10% of the ADSs to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities ADSs which they are obligated to purchase hereunder, to purchase the Closing Securities ADSs which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities ADSs with respect to which such default shall occur exceeds 10% of the ADSs to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholder or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholder except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven daysdays and subject to the requirements of the New Zealand Stock Exchange and its listing rules, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the ADS Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 thirty-six (36) hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 thirty-six (36) hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed ten percent (10% %) of the Closing Securities covered hereby, Shares the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds ten percent (10% %) of the Closing Securities Shares covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven (7) days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the Company), you, as the Representative, or if Representatives of the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable your best efforts to procure within 36 twenty-four hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect Shares that the defaulting Underwriter agreed to which such default shall occur but failed to purchase does not exceed 10% of the Closing Securities covered Shares which the Underwriters are obligated to purchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Closing Securities shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to with which such default shall occur exceeds 10% of the Closing Securities Company's Common Stock covered hereby, the Company or you, as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next twenty-four hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 10, the applicable Closing Date time of closing may be postponed for such period, not exceeding to exceed seven days, as you, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting UnderwritersRepresentatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” "Underwriters" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Shareholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Shareholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Shareholders except to the extent provided in Article VI hereofSections 5 and 8 hereof (provided that if such default occurs with respect to Option Shares, this Agreement will not terminate as to the Firm Shares or any Option Shares purchased prior to such termination). In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Securities, with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities and Selling Stockholder Shares (collectively, the “Initial Closing Securities”) or Option Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Selling Stockholders), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Initial Closing Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Initial Closing Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Initial Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur does not exceed 10% of the Initial Closing Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Initial Closing Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Initial Closing Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Initial Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Initial Closing Securities or Option Securities, as the case may be, covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholders except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven (7) days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate, the Company and the Selling Stockholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholders except to the extent provided in Sections 5 and 8 hereof, and (c) if the aggregate number of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Option Closing Date, the Company or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if any, as the case may be any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or the Operating Partnership), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of Underwriters, the Company or the Operating Partnership except to the extent provided in Article VI Section 5 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 8, the applicable Closing Date or Option Closing Date, as the case may be may be postponed for such period, not exceeding seven five business days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyCompany or a Selling Stockholder), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities Shares which they are obligated to purchase hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company and the Selling Stockholders or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholders except to the extent provided in Article VI Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date [or the Option Closing Date, if any, as the case may be,] any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representatives of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable your best efforts to procure within 36 24 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 24 hours the Representative you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing [Firm] Securities [or Option Securities, as the case may be,] covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing [Firm] Securities [or Option Securities, as the case may be,] which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing shares of [Firm] Securities [or Option Securities, as the case may be,] with respect to which such default shall occur exceeds 10% of the Closing [Firm] Securities [or Option Securities, as the case may be,] covered hereby, the Company or you as the Representative Representatives of the Underwriters will have the right right, by written notice given within the next 24-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 10, the applicable Closing Date [or Option Closing Date, as the case may be,] may be postponed for such period, not exceeding seven days, as the Representativeyou, or if the Representative is the defaulting Underwriter, the non-defaulting Underwritersas Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

DEFAULT BY UNDERWRITERS. If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 thirty-six (36) hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 thirty-six (36) hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur does not exceed ten percent (10% %) of the Closing Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds ten percent (10% %) of the Closing Securities or Option Securities, as the case may be, covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. 5.1 If on the Closing Date, if any, Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date pursuant to Article II of this Agreement (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the Closing Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Closing Securities covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus Supplement or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, as the case may be, Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representative of the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their your commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities shares with respect to which such default shall occur does not exceed 10% of the Securities to be purchased on the Closing Securities covered herebyDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities which they are obligated to purchase hereunder, to purchase the Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities with respect to which such default shall occur exceeds 10% of the Securities to be purchased on the Closing Securities covered herebyDate or the Option Closing Date, as the case may be, the Company or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article VSection 9, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the you, as Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If any Underwriter or Underwriters shall default in its or their obligations to purchase any of the Shares which it or they are obligated to purchase under this Agreement on the First Closing Date (including, without limitation, any Optional Shares to be purchased on the First Closing Date), if any, any Underwriter shall fail to purchase and pay for the portion aggregate number of the Closing Securities, as the case may be, Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such default shall occur does not exceed 10% of the total number of Shares which the Underwriters are obligated to purchase at the First Closing Securities covered herebyDate, the other Underwriters shall be obligated, obligated severally, in proportion to the their respective numbers of Closing Securities which they are obligated to purchase commitments hereunder, to purchase the Closing Securities Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, . If any Underwriter or (b) if Underwriters shall so default and the aggregate number of Closing Securities Shares with respect to which such default shall or defaults occur exceeds is more than 10% of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Securities covered herebyDate and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the Shares of a defaulting Underwriter or Underwriters as provided in this Section 11, (i) the Company shall have the right to postpone the First Closing Date for a period of not more than five full business days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of Firm Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the Representative will have the right to terminate Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the any non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwritersthe Company, as set forth in this Article V, except for expenses to be paid or reimbursed pursuant to Section 5 and except for the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this provisions of Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement6.