Common use of DEFAULT BY UNDERWRITERS Clause in Contracts

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, in respect to their obligations under the Underwriting Agreement shall not release us from any of our obligations. In case of such default by one or more Underwriters, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all or a portion of the Securities not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers of Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereof, or to deliver any such Securities sold or overallotted by you for their respective accounts pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more UnderwritersUnderwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent may (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase (and entitlement to the underwriting commission) by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if any, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may be. If such Underwriters. In the event any such increases or arrangements are made, the respective numbers original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreementhereunder, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-allotted by you for their the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the aforesaid other non-defaulting Underwriters of the obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their ----------------------- of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andUnderwriting Agreement, if provided in the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent Underwriting Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreementhereunder, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default. nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted overallotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreementhereunder, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, in respect to their obligations under the Underwriting Agreement shall not release us from any of our obligations. In case of such default by one or more Underwriters, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all or a portion of the Securities not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers of Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your you for their respective accounts, pursuant to Section 9 hereof, or to deliver any such Securities sold or overallotted by you for their respective accounts pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andUnderwriting Agreement, if provided in the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent Underwriting Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not no taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreementhereunder, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages damage resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under this the Underwriting Agreement to take up and pay for any purchase the Securities agreed to be purchased by your for their respective accountsthem thereunder and, pursuant to Section 9 hereof, or to deliver any such Securities sold or overallotted by you for their respective accounts pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other persons any person to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree, if provided in the Underwriting Agreement, to assume its our proportionate share share, based upon our underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall not release us from any of our obligations, or in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. In case the event of such default by one or more Underwriters, you are authorized to increase, pro rata, rata with the other nondefaulting non-defaulting Underwriters, the number amount of defaulted Securities Units which we shall be obligated to purchase from the Company, ; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such Securities, the Units and, if the aggregate number amount of the Securities Units not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselvesyou and other non-defaulting Underwriters, of all or a portion of the Securities Units not taken up by such UnderwritersUnderwriter. In the event any such increases or arrangements are made, the respective numbers amounts of Securities the Units to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations Underwriter’s Obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities Units purchased by your you for their respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such Securities Units sold or overallotted over-allotted by you for their respective accounts pursuant to any provisions provision of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations ob1igations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-alloted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall will not release us from any of our obligationsobligations or in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. In case of such default by one with respect to the purchase of 10% or more Underwritersless of the Registered Units included within the Underwritten Securities, we will purchase additional Registered Units as set forth in Section 9 of the Underwriting Agreement. If such default exceeds 10% of the Registered Units included within the Underwritten Securities, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselvesyourself or any nondefaulting Underwriter, of all or a that defaulted portion in excess of the Securities not taken up by 10%. If such Underwriters. In the event any such increases or arrangements are made, we will purchase Registered Units not exceeding our original commitments under Section 9 of the respective numbers Underwriting Agreement, and the additional number of Securities Registered Units to be purchased by the nondefaulting Underwriters and by any such other person or persons persons, if any, shall be added to our original commitments and shall together be taken as the basis for determining the underwriting proportionate several obligations and benefits hereunder and under this the Underwriting Agreement, but this shall not in any no way affect the liability of any defaulting Underwriters to the other Underwriters Underwriter for damages resulting from such default. In If there is any default as to the event purchase of default by one or more Underwriters in respect any portion of their obligations under this Agreement the Registered Units, you are authorized, but shall not be obligated, to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereof, purchase or to deliver any such Securities sold or overallotted arrange for the purchase by you for their respective accounts pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall assume its proportionate share Underwriters of the aforesaid obligations of each such defaulting Underwriter without relieving any such Underwriter of its liability therefordefaulted portion.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, Agreement and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations obligation!s of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, in respect to their obligations Underwriters hereunder or under the Underwriting Agreement shall will not release us the other Underwriters from their obligations or affect the liability of any of our obligationsdefaulting Underwriter to the other Underwriters for damages resulting from such default. In case of such default by If one or more Underwriters default under the Underwriting Agreement, you may (but are not obilgated to) arrange for the purchase by others, including non-defaulting Underwriters, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such the defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all Underwriter or a portion of the Securities not taken up by such Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreementhereunder, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to any limitation contained in the Underwriting Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall will not release us from any of our obligationsobligations or in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. In case of such default by one with respect to the purchase of 10 % or more Underwritersless of the Registered Units included within the Underwritten Securities, we will purchase additional Registered Units as set forth in Section 9 of the Underwriting Agreement. If such default exceeds 10% of the Registered Units included within the Underwritten Securities, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselvesyourself or any nondefaulting Underwriter, of all or a that defaulted portion in excess of the Securities not taken up by 10%. If such Underwriters. In the event any such increases or arrangements are made, we will purchase Registered Units not exceeding our original commitments under Section 9 of the respective numbers Underwriting Agreement, and the additional number of Securities Registered Units to be purchased by the nondefaulting Underwriters and by any such other person or persons persons, if any, shall be added to our original commitments and shall together be taken as the basis for determining the underwriting proportionate several obligations and benefits hereunder and under this the Underwriting Agreement, but this shall not in any no way affect the liability of any defaulting Underwriters to the other Underwriters Underwriter for damages resulting from such default. In If there is any default as to the event purchase of default by one or more Underwriters in respect any portion of their obligations under this Agreement the Registered Units, you are authorized, but shall not be obligated, to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereof, purchase or to deliver any such Securities sold or overallotted arrange for the purchase by you for their respective accounts pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall assume its proportionate share Underwriters of the aforesaid obligations of each such defaulting Underwriter without relieving any such Underwriter of its liability therefordefaulted portion.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, an Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted overalloted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more UnderwritersUnderwriters default under the Underwriting Agreement, and if it is so provided in such Underwriting Agreement, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent may (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the nondefaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreementhereunder, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if it is so provided in such Underwriting Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in such Underwriting Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall not release us from any of our obligations, or in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. In case the event of such default by one or more Underwriters, you are authorized to increase, pro rata, rata with the other nondefaulting non-defaulting Underwriters, the number amount of defaulted Securities which we shall be obligated to purchase from the Company, ; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such Securities, the Securities and, if the aggregate number amount of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselvesyou and other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers amounts of the Securities to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations Underwriter's Obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your you for their respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such Securities sold or overallotted over-allotted by you for their respective accounts pursuant to any provisions provision of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume that obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or of more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under this Agreement, the Underwriting Agreement or any Inter-Syndicate Agreement, shall not release us you from any of our obligationsyour obligations or in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. In case the event of such default by one or more Underwriters, you are authorized agree (subject to increaseany limitations contained in the Underwriting Agreement, pro rataany Inter-Syndicate Agreement or any Selected Dealer agreements) to assume your proportionate share, with based upon the other nondefaulting Underwriters, proportion that the number amount of defaulted the Securities which we shall be obligated set forth in the Underwriting Agreement opposite your name bears to purchase from the Company, provided, however, that the aggregate amount of the Securities set forth in the Underwriting Agreement opposite the names of all such increases for all Underwriters shall not exceed ten percent (10%) non-defaulting Underwriters, of the obligations of such Securities, and, if the aggregate number Underwriter without relieving such Underwriter of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all or a portion of the Securities not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers of Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations under this Agreement, but this shall not in any way affect the its liability of any defaulting Underwriters to the other Underwriters for damages resulting from such defaulttherefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your the Representatives for their respective accounts, accounts pursuant to Section 9 12 hereof, or to deliver any such Securities sold or overallotted over-allotted by you the Representatives for their respective accounts pursuant to any provisions provision of this Agreement, and to the extent that arrangements shall not have been made by you the Representatives for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under this Agreement, the Underwriting Agreement or any Inter-Syndicate Agreement, shall not release us you from any of our obligationsyour obligations or in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. In case the event of such default by one or more Underwriters, you are authorized agree (subject to increaseany limitations contained in the Underwriting Agreement, pro rataany Inter-Syndicate Agreement or any Selected Dealer agreements) to assume your proportionate share, with based upon the other nondefaulting Underwriters, proportion that the number amount of defaulted the Securities which we shall be obligated set forth in the Underwriting Agreement opposite your name bears to purchase from the Company, provided, however, that the aggregate amount of the Securities set forth in the Underwriting Agreement opposite the names of all such increases for all Underwriters shall not exceed ten percent (10%) non-defaulting Underwriters, of the obligations of such Securities, and, if the aggregate number Underwriter without relieving such Underwriter of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all or a portion of the Securities not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers of Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations under this Agreement, but this shall not in any way affect the its liability of any defaulting Underwriters to the other Underwriters for damages resulting from such defaulttherefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your the Representatives for their respective accounts, accounts pursuant to Section 9 12 hereof, or to deliver any such Securities sold or overallotted by you the Representatives for their respective accounts pursuant to any provisions provision of this Agreement, and to the extent that arrangements shall not have been made by you the Representatives for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share share, based upon the proportion that the amount of the Securities set forth in the Underwriting Agreement opposite your name bears to the aggregate amount of the Securities set forth in the Underwriting Agreement opposite the names of all non-defaulting Underwriters, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations under the Underwriting Agreement shall not release us from any of our obligationsobligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters for damages resulting from such default. In case the event of such default by one or more Underwriters, you are authorized to increase, pro rata, rata with the other nondefaulting non-defaulting Underwriters, the number amount of defaulted Securities which we shall be obligated to purchase from the Company, ; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such Securities, the Securities and, if the aggregate number amount of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, obligated to arrange for the purchase by other persons, who may include yourselvesyou and other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers amounts of the Securities to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting Underwriters' obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofpurchased, or to deliver any such Securities sold or overallotted over-allotted by you for their the respective accounts of the Underwriters or to bear their proportion of expenses or liability pursuant to any provisions of this the Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall agrees to assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall not release us from any of our obligations. In case of such default by one or more Underwriters, you are authorized to increase, pro rata, rata with the other nondefaulting non-defaulting Underwriters, the number of defaulted Securities Shares which we shall be obligated to purchase from the Company, provided, however, provided that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such Securitiesthe Shares, and, if the aggregate number of the Securities Shares not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all or a portion of the Securities Shares not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers members of Securities Shares to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities shares of common stock purchased by your you for their respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such Securities shares of common stock sold or overallotted over-allotted by you for their respective accounts pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall not release us from any of our obligations. In case of such default by one or more Underwriters, you are authorized to increase, pro rata, rata with the other nondefaulting non-defaulting Underwriters, the number of defaulted Securities Shares which we shall be obligated to purchase from the Company, provided, however, provided that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such Securitiesthe Shares, and, if the aggregate number of the Securities Shares not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all or a portion of the Securities Shares not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers number of Securities Shares to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities Shares purchased by your you for their respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such Securities sold or overallotted by you Shares for their respective accounts pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over — allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, Agreement and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, in respect to their obligations Underwriters default under the Underwriting Agreement shall not release us from any of our obligations. In case of such default by one or more Underwriters, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andAgreement, if provided in the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent Underwriting Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsother, who which may include yourselvesyourselves or other nondefaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any If such increases or arrangements are made, the respective numbers original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreementhereunder, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the underwriting Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon our original underwriting commitment, of the obligation of each such defaulting Underwriter (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter of its liability therefore. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our original underwriting commitment, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more UnderwritersUnderwriters default under the Underwriting Agreement, if provided in such Underwriting Agreement, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent may (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement, except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofpurchased, or to deliver any such Securities sold or overallotted over-allotted, by you for their the respective accounts of the Underwriters, or to bear their proportionate share of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our underwriting obligation relative to the underwriting obligations of all non-defaulting underwriters, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall not release us or in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from any of our obligationssuch default. In case the event of such default by one or more Underwriters, you are authorized to increase, pro rata, rata with the other nondefaulting non-defaulting Underwriters, the number amount of defaulted Securities which we shall be obligated to purchase from the Company, ; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such Securities, the Securities and, if the aggregate number amount of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselvesyou and other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers amounts of the Securities to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting Underwriters' obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your you for their respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such Securities sold or overallotted over-allotted by you for their respective accounts pursuant to any provisions provision of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by If any one or more Underwriters, in respect to their obligations under the Underwriting Agreement Underwriters shall not release us from any of our obligations. In case of such default by one or more Underwriters, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated fail to purchase from the Company, provided, however, that the aggregate amount of all such increases and pay for all Underwriters shall not exceed ten percent (10%) of such Securities, and, if the aggregate number any of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all or a portion of the Securities not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers of Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the nondefaulting Underwriters and by any such other person performance of its or persons shall be taken as the basis for the underwriting their obligations under this Agreement, but this the remaining Underwriters shall not in any way affect the liability of any defaulting Underwriters to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement be obligated severally to take up and pay for any (in the respective proportions which the principal amount of Securities purchased by your for set forth opposite their respective accounts, pursuant to Section 9 hereof, or to deliver any such Securities sold or overallotted by you for their respective accounts pursuant to any provisions of this Agreement, and names in Schedule A hereto bears to the extent that arrangements shall not have been made by you for other persons to assume aggregate principal amount of Securities set forth opposite the obligations names of such all the remaining Underwriters) the Securities which the defaulting Underwriter or UnderwritersUnderwriters agreed but failed to purchase; provided, each nondefaulting however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall assume its proportionate share exceed 10% of the aforesaid obligations aggregate principal amount of each Securities set forth in Schedule A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter without relieving or the Company. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five business days, as the Representative shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability thereforliability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in ----------------------- respect to their of its obligations under the Underwriting Agreement shall not release us from any of our obligationsobligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters for damages resulting from such default. In case the event of such default by one or more Underwriters, you are authorized to increase, pro rata, rata with the other nondefaulting non-defaulting Underwriters, the number amount of defaulted Securities which we shall be obligated to purchase from the Company, ; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such Securities, the Securities and, if the aggregate number amount of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, obligated to arrange for the purchase by other persons, who may include yourselvesyou and other non- defaulting Underwriters, of all or a portion of the Securities not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers amounts of the Securities to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting Underwriters' obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofpurchased, or to deliver any such Securities sold or overallotted over-allotted by you for their the respective accounts of the Underwriters or to bear their proportion of expenses or liability pursuant to any provisions of this the Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall agrees to assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall not release us from any of our obligationsobligations or in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. In case the event of such default by one or more Underwriters, you are authorized to increase, pro rata, rata with the other nondefaulting non-defaulting Underwriters, the number amount of defaulted Securities which we shall be obligated to purchase from the Company, ; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such the Securities, and, if the aggregate number amount of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselvesyou and other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers amounts of the Securities to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations Underwriters' Obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from such defaultdefault nor shall any such default relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your you for their respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such Securities sold or overallotted over-allotted by you for their respective accounts pursuant to any provisions provision of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall not release us from any of our obligations. In case of such default by one or more Underwriters, you are authorized to increase, pro rata, rata with the other nondefaulting Underwriters, the number of defaulted Securities Shares which we shall be obligated to purchase from the Company, provided, however, provided that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such Securitiesthe Shares, and, if the aggregate number of the Securities Shares not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all or a portion of the Securities Shares not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers of Securities Shares to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities shares of common stock purchased by your you for their respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such Securities shares of common stock sold or overallotted over-allotted by you for their respective accounts pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, in respect to their obligations Underwriters hereunder or under the Underwriting Agreement shall not release us the other Underwriters from their obligations or affect the liability of any of our obligationsdefaulting Underwriter to the other Underwriters for damages resulting from such default. In case of such default by If one or more Underwriters default under the Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase by others, including you or other non-defaulting Underwriters, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such the defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all Underwriter or a portion of the Securities not taken up by such Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any shares of Securities purchased by your you for their respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such shares of Securities sold or overallotted over-allotted by you for their respective accounts pursuant to any provisions provision of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more UnderwritersUnderwriters or, you are authorized to increasein the case of a Two-Tranche Offering, pro rata, with International Managers default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andUnderwriting Agreement, if provided in the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent Underwriting Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if any, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may be. If such Underwriters. In the event any such increases or arrangements are made, the respective numbers original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way way, affect the liability of any defaulting Underwriters Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers, of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-allotted by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the aforesaid other non-defaulting Underwriters of the obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over–allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, Agreement and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, in respect to their obligations Underwriters hereunder or under the Underwriting Agreement shall not release us the other Underwriters from their obligations or affect the liability of any of our obligationsdefaulting Underwriter to the other Underwriters for damages resulting from such default. In case of such default by If one or more Underwriters default under the Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase by others, including you or other non-defaulting Underwriters, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such the defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all Underwriter or a portion of the Securities not taken up by such Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the nondefaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any shares of Securities purchased by your you for their respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such shares of Securities sold or overallotted over-allotted by you for their respective accounts pursuant to any provisions provision of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more UnderwritersUnderwriters default under the Underwriting Agreement, if provided in such Underwriting Agreement, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent may (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other persons, who others which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall not release us from any of our obligationsobligations or in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. In case the event of such a default by one or more Underwriters, you the Representatives are authorized to increase, pro rata, prorata with the other nondefaulting non-defaulting Underwriters, the number of defaulted Securities which Shares that we shall be obligated to purchase from the Company; PROVIDED, provided, howeverHOWEVER, that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such Securities, the Shares and, if the aggregate number of the Securities Shares not taken up by such defaulting Underwriters exceeds such ten percent (10%), you the Representatives are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselvesthe Representatives or any other non-defaulting Underwriter, if any, of all or a portion of the Securities Shares not taken up by such defaulting Underwriters. In the event any such increases or arrangements are made, the respective numbers of Securities the Shares to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting Underwriters' obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from such default. In the event of a default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities shares of Common Stock purchased by your the Representatives for their the Underwriters' respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such Securities shares of Common Stock sold or overallotted over-allotted by you the Representatives for their the Underwriters' respective accounts pursuant to any provisions provision of this Agreement, and to the extent that arrangements shall not have been made by you the Representatives for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. its default, nor shall any such default relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event any such increases of default by one or arrangements are made, more Underwriters in respect of their obligations under the respective numbers of Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the nondefaulting Underwriters and extent that arrangements shall not have been made by you for any person to assume the obligations of such other person defaulting Underwriter or persons shall be taken as Underwriters, we agree, if provided in the basis for the underwriting obligations under this Purchase Agreement, but this shall not in any way affect to assume our proportionate share, based upon our underwriting obligation, of the liability obligations of any each such defaulting Underwriters Underwriter (subject to the other Underwriters for damages resulting from limitations contained in the Purchase Agreement) without relieving such defaultdefaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted overalloted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default Defaults by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andUnderwriting Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Underwriting Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other nondefaulting Underwriters, of all or a portion of the Securities not taken up by such the Defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreementhereunder, but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities securities purchased by your for their respective accounts, pursuant to Section 9 hereof, or to deliver any such Securities securities sold or overallotted over-allotted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall not release us from any of our obligations. In case of such default by one or more Underwriters, you are authorized to increase, pro rata, rata with the other nondefaulting Underwriters, the number of defaulted Securities Shares which we shall be obligated to purchase from the Company, provided, however, provided that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such Securitiesthe Shares, and, if the aggregate number of the Securities Shares not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all or a portion of the Securities Shares not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers of Securities Shares to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities shares of common stock purchased by your you for their respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such Securities shares of common stock sold or overallotted over- allotted by you for their respective accounts pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under this Agreement, the Underwriting Agreement or any Inter-Syndicate Agreement, shall not release us you from any of our obligationsyour obligations or in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. In case the event of such default by one or more Underwriters, you are authorized agree (subject to increaseany limitations contained in the Underwriting Agreement, pro rataany Inter-Syndicate Agreement or any Selected Dealer agreements) to assume your proportionate share, with based upon the other nondefaulting Underwriters, proportion that the number amount of defaulted the Securities which we shall be obligated set forth in the Underwriting Agreement opposite your name bears to purchase from the Company, provided, however, that the aggregate amount of the Securities set forth in the Underwriting Agreement opposite the names of all such increases for all Underwriters shall not exceed ten percent (10%) non-defaulting Underwriters, of the obligations of such Securities, and, if the aggregate number Underwriter without relieving such Underwriter of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all or a portion of the Securities not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers of Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations under this Agreement, but this shall not in any way affect the its liability of any defaulting Underwriters to the other Underwriters for damages resulting from such defaulttherefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your the Representatives for their respective accounts, accounts pursuant to Section 9 12 hereof, or to deliver any such Securities sold or overallotted over-allotted by you the Representatives for their respective accounts pursuant to any provisions provision of this Agreement, and to the extent that arrangements shall not have been made by you the Representatives for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share share, based upon the proportion that the amount of the Securities set forth in the Underwriting Agreement opposite your name bears to the aggregate amount of the Securities set forth in the Underwriting Agreement opposite the names of all non-defaulting Underwriters, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non- defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the nondefaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted overalloted, by you for their the respective accounts of the Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters, you are authorized to increase, pro rata, with Underwriters default under the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent (10%) of such Securities, andPurchase Agreement, if the aggregate number of the Securities not taken up by provided in such defaulting Underwriters exceeds such ten percent Purchase Agreement you may (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by such the defaulting Underwriters. In the event any that such increases or arrangements are made, the respective numbers underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons others, if any, shall be taken as the basis for the underwriting all rights and obligations under this Agreement, hereunder; but this shall not in any way affect the liability of any defaulting Underwriters Underwriter to the other Underwriters for damages resulting from its default, nor shall any such defaultdefault relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters, we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-alloted, by you for the respective amounts of the Underwriters, or to bear their respective accounts proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon our respective underwriting obligation, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, any Underwriter in respect to their of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations. In case obligations or in any way affect the liability of such default by defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more UnderwritersUnderwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters shall not exceed ten percent may (10%) of such Securities, and, if the aggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to obligated to) arrange for the purchase (and entitlement to the underwriting commission) by other personsothers, who which may include yourselvesyourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if any, of all al1 or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may be. If such Underwriters. In the event any such increases or arrangements are made, the respective numbers original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by the nondefaulting Underwriters and by any such other person or persons shall others, if any, shal1 be taken as the basis for the underwriting all rights and obligations under this Agreementhereunder, but this shall shal1 not in any way affect the liability of any defaulting Underwriters Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shal1 any such defaultdefault relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shal1 not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non- defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities purchased by your for their respective accounts, pursuant to Section 9 hereofsecurities purchased, or to deliver any such Securities securities sold or overallotted over-allotted by you for their the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other any persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting Underwriter shall we agree to assume its our proportionate share share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the aforesaid other non-defaulting Underwriters of the obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

DEFAULT BY UNDERWRITERS. Default by one or more Underwriters, Underwriters in respect to of their obligations under the Underwriting Agreement shall not release us from any of our obligations. In case of such default by one or more Underwriters, you are authorized to increase, pro rata, rata with the other nondefaulting non-defaulting Underwriters, the number of defaulted Securities Shares which we shall be obligated to purchase from the Company, provided, however, provided that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed ten percent (10%) % of such Securitiesthe Shares, and, if the aggregate number of the Securities Shares not taken up by such defaulting Underwriters exceeds such ten percent (10%), you are further authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourselves, of all or a portion of the Securities Shares not taken up by such Underwriters. In the event any such increases or arrangements are made, the respective numbers number of Securities Shares to be purchased by the nondefaulting non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for the underwriting obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriters to the other Underwriters for damages resulting from such default. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Securities Shares purchased by your you for their respective accounts, accounts pursuant to Section 9 hereof, or to deliver any such Securities sold or overallotted by you Shares for their respective accounts pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for other persons to assume the obligations of such defaulting Underwriter or Underwriters, each nondefaulting non-defaulting Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefortherefore.