Common use of DEFAULT BY UNDERWRITERS Clause in Contracts

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date any one or the Option Closing Date, as the case may be, any Underwriter more Underwriters shall fail to purchase and pay for the portion any of the Units which Securities agreed to be purchased by such Underwriter has agreed or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for on such date (otherwise than by reason in the respective proportions which the number of any default on the part of the Company), the Representative of the Underwriters, shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms Initial Securities set forth herein, opposite their names in Schedule A hereto bears to the Units aggregate principal amount of Initial Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase. If during such 36 hours ; provided, however, that in the Representative, shall not have procured such other Underwriters, or any others, to purchase event that the Units agreed to be purchased by aggregate number of Securities which the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect Underwriters agreed but failed to which such default purchase shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect Initial Securities set forth in Schedule A hereto, the remaining Underwriters shall have the right to which such default purchase all, but shall occur exceeds 10% not be under any obligation to purchase any, of the Units to be purchased on the Closing Date or the Option Closing DateSecurities, as the case may be, the Company or the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the and if such non-defaulting Underwriters or do not purchase all of the Company except Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the extent provided in Sections 5 and 8 hereofCompany. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date or Option Closing Date, as the case may be, may shall be postponed for such period, not exceeding seven daysfive Business Days, as you, as Representative, may the Representatives shall determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under Nothing contained in this Section 9 Agreement shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default of such Underwriter under this Agreementhereunder.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the you, as Representative of the Underwriters, shall use its your commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds 10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 99 hereof, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 hereof shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative of the Underwriters, shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative, Representative shall not have procured such other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Units with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds 10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 hereofCompany. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 913, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, the Representative may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units Shares which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the CompanyCompany or any of the Selling Stockholders), you, as the Representative of the Underwriters, shall use its reasonable your best efforts to procure within 36 twenty-four hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Units Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Shares with respect to which such default result shall occur does not exceed 10% of the Units Shares which the Underwriters are obligated to be purchased on the Closing Date or the Option Closing date, as the case may bepurchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Units shares which they are obligated to purchase hereunder, to purchase the Units Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units Shares with respect to which such default shall occur exceeds 10% of the Units to be purchased on Company's and the Closing Date Selling Stockholders' common stock covered hereby, the Company and the Selling Stockholders or the Option Closing Dateyou, as the case may be, Representative of the Company or the Representative Underwriters will have the right, by written notice given within the next 36twenty-four hour period to the parties to this Underwriting Agreement, to terminate this Underwriting Agreement without liability on the part of the non-non- defaulting Underwriters or of the Company and the Selling Stockholders except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date or Option Closing Date, as the case may be, time of closing may be postponed for such period, not exceeding to exceed seven days, as you, as the Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term "UnderwriterUnderwriters" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may beapplicable, any Underwriter shall fail to purchase and pay for the portion of the Units Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the you, as Representative of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Units Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may beapplicable, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units Shares which they are obligated to purchase hereunder, to purchase the Units Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units shares of Shares with respect to which such default shall occur exceeds 10% of the Units Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beapplicable, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or the Option Closing Date, as the case may beapplicable, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Final Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the you, as Representative of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Units with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds 10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 6 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the you, as Representative of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Units with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds 10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 913, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative of the UnderwritersRepresentative, shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative, Representatives shall not have procured such other Underwriters, or any others, to purchase the Units Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Units Securities to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units Securities which they are obligated to purchase hereunder, to purchase the Units Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units Securities with respect to which such default shall occur exceeds 10% of the Units Securities to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 5(a)(vii) and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, days as you, as Representative, the Representative may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the you, as Representative of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other non-defaulting Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other non-defaulting Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Units with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other non-defaulting Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds 10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 912, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion principal amount of the Units Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyIssuers), the you, as Representative of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuers such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Units Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of shares Notes with respect to which such default shall occur does not exceed 10% of the Units aggregate principal amount of the Notes to be purchased on the Closing Date or the Option Closing date, as the case may beDate, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Units the Notes which they are obligated to purchase hereunder, to purchase the Units Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number aggregated principal amount of Units the Notes with respect to which such default shall occur exceeds 10% of the Units aggregate principal amount of the Notes to be purchased on the Closing Date or the Option Closing Date, the Issuers or you as the case may be, Representative of the Company or the Representative Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuers, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If If, on the Closing Date Date, or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the you, as Representative of the Underwriters, shall use its your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Units Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units Shares which they are obligated to purchase hereunder, to purchase the Units Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units Shares with respect to which such default shall occur exceeds 10% of the Units Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 6 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative you, as Representatives of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representativeyou, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Units with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds 10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 912, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative you, as Representatives of the Underwriters, shall use its your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representativeyou, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Units Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Units Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units Shares which they are obligated to purchase hereunder, to purchase the Units Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units Shares with respect to which such default shall occur exceeds 10% of the Units Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the Representatives to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, if during such 36 hours the Company shall not have procured such other Underwriter or Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then following such further 36 hour period the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 6 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the you, as Representative of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Units with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds 10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative will of the Underwriters shall have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 912, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the you, as Representative of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Units with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds 10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 912, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative you, as Representatives of the Underwriters, shall use its your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Units Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units Shares which they are obligated to purchase hereunder, to purchase the Units Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units shares of Shares with respect to which such default shall occur exceeds 10% of the Units Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 6 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative you, as Representatives of the Underwriters, shall use its your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representativeyou, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Units Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Units Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units Shares which they are obligated to purchase hereunder, to purchase the Units Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units Shares with respect to which such default shall occur exceeds 10% of the Units Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the Representatives to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, if during such 36 hours the Company shall not have procured such other Underwriter or Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then following such further 36 hour period the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 6 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.this

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date any one or the Option Closing Date, as the case may be, any Underwriter more Underwriters shall fail to purchase and pay for the portion any of the Units which Securities agreed to be purchased by such Underwriter has agreed or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for on such date (otherwise than by reason in the respective proportions which the number of any default on the part of the Company), the Representative of the Underwriters, shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms Initial Securities set forth herein, opposite their names in Schedule A hereto bears to the Units aggregate principal amount of Initial Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase. If during such 36 hours ; provided, however, that in the Representative, shall not have procured such other Underwriters, or any others, to purchase event that the Units agreed to be purchased by aggregate number of Securities which the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect Underwriters agreed but failed to which such default purchase shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect Initial Securities set forth in Schedule A hereto, the remaining Underwriters shall have the right to which such default purchase all, but shall occur exceeds 10% not be under any obligation to purchase any, of the Units to be purchased on the Closing Date or the Option Closing DateSecurities, as the case may be, the Company or the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the and if such non-defaulting Underwriters or do not purchase all of the Company except Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the extent provided in Sections 5 and 8 hereofCompany. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date or Option Closing Date, as the case may be, may shall be postponed for such period, not exceeding seven five business days, as you, as Representative, may the Representatives shall determine in order that the required changes in the Registration Statement, the General Disclosure Package or in Statement and the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under Nothing contained in this Section 9 Agreement shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default of such Underwriter under this Agreementhereunder.

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion principal amount of the Units Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative you, as Representative[s] of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Units Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representativeyou, as such Representative[s], shall not have procured such other Underwriters, or any others, to purchase the Units principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of shares Notes with respect to which such default shall occur does not exceed 10% of the Units aggregate principal amount of the Notes to be purchased on the Closing Date or the Option Closing date, as the case may beDate, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Units the Notes which they are obligated to purchase hereunder, to purchase the Units Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number aggregated principal amount of Units the Notes with respect to which such default shall occur exceeds 10% of the Units aggregate principal amount of the Notes to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative Representative[s] of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentative[s], may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the you, as Representative of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Units with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds 10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 913, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

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

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative you, as Representatives of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representativeyou, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Units Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Units Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units Shares which they are obligated to purchase hereunder, to purchase the Units Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units Shares with respect to which such default shall occur exceeds 10% of the Units Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the CompanyPartnership), the Representative you, as Representatives of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Partnership such amounts as may be agreed upon and upon the terms set forth herein, the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representativeyou, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares units with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of units of Units with respect to which such default shall occur exceeds 10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company Partnership or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the 37 parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Partnership except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the you, as Representative of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Units Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Units Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units Shares which they are obligated to purchase hereunder, to purchase the Units Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units shares of Shares with respect to which such default shall occur exceeds 10% of the Units Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of Underwriters, the Company except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative you, as Representatives of the Underwriters, shall use its your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representativeyou, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Units with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds 10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 913, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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