Common use of DEFAULT BY UNDERWRITERS Clause in Contracts

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

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

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

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

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

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

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

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 or a the Selling StockholderShareholder), you you, as Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholder such amounts as may be agreed upon upon, and upon the terms set forth herein, of the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If the aggregate number of Shares that the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased in accordance with the preceding sentence, the Company shall have the right, within 36 hours next succeeding the 36-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such remaining Shares on the terms herein set forth. If during such 36 hours you two 36-hour periods you, as Representatives, and the Company shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter or Underwriters, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Selling Stockholder Shareholder or you as the Representatives of the Underwriters will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriter or of the Company or of the Selling Stockholder except to the extent provided in Section 10 hereof. In the event of a default right, by any Underwriter, as set forth in this Section, the Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as you may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.written notice given 27 28

DEFAULT BY UNDERWRITERS. If If, on the Closing Date Date, or the an Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the 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 or a Selling Stockholder), you shall use your reasonable efforts to procure within 36 hours thereafter the other Underwriter, or any others, to purchase from the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If during purchase is not more than one-tenth of the aggregate number of Shares to be purchased on such 36 hours you date, the other Underwriters shall not have procured be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such other non-defaulting Underwriters, or any othersin such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it or Option Shares, as the case may be, they have agreed to be purchased by the defaulting Underwriter, then (a) if purchase hereunder on such date and the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% occurs is more than one-tenth of the Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriter shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Sharesto be purchased on such date, as and arrangements satisfactory to you and the case may be, with respect to which Company for the purchase of such default shall occur exceeds 10% of the Firm Shares or Option Sharesare not made within 36 hours after such default, as the case may be, covered hereby, the Company and the Selling Stockholder or you will have the right to terminate this Agreement shall terminate without liability on the part of the any non-defaulting Underwriter or of the Company or of the Selling Stockholder Company, except to the extent provided in Section 10 8 hereof. In any such case either you or the event of a default by any Underwriter, as set forth in this Section, Company shall have the Closing Date or Option right to postpone the Closing Date, if any, may be postponed but in no event for such period, not exceeding longer than seven days, as you may determine in order that the required changes changes, if any, in the Registration Statement Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (a) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (b) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.this

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

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

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 or a Selling StockholderShareholder), you you, as Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon upon, and upon the terms set forth herein, of the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If the aggregate number of Shares that the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased in accordance with the preceding sentence, the Company shall have the right, within 36 hours next succeeding the 36-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such remaining Shares on the terms herein set forth. If during such 36 hours you two 36-hour periods you, as Representatives, and the Company shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter or Underwriters, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Selling Stockholder or you will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriter or of the Company or of the Selling Stockholder except to the extent provided in Section 10 hereof. In the event of a default by any Underwriter, as set forth in this Section, the Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as you may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.Underwriters

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 or a Selling Stockholder)Company, you you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Selling Stockholder Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter 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 Shares to be purchased on the Closing Date or the Option SharesClosing date, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Section 10 Sections 4(q) and 7 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 8, the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as Representatives, may determine in order that the required changes in the Registration Statement Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

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

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

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

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 or a Selling StockholderCompany), you you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Selling Stockholder Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter 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 Shares to be purchased on the Closing Date or the Option SharesClosing date, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Sections 5(a)(viii) and Section 10 7 hereof, provided, however, that if such default occurs with respect to the Additional Shares, this Agreement will not terminate as to the Underwritten Shares. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 9, the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as Representatives, may determine in order that the required changes in the Registration Statement 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 UnderwriterRepresentatives. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

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

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

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 or a Selling StockholderShareholder), you you, as Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon upon, and upon the terms set forth herein, of the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If the aggregate number of Shares that the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased in accordance with the preceding sentence, the Company shall have the right, within 36 hours next succeeding the 36-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such remaining Shares on the terms herein set forth. If during such 36 hours you two 36-hour periods you, as Representatives, and the Company shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter or Underwriters, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Selling Stockholder Shareholders or you as the Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of and the Selling Stockholder Shareholders except for expenses to be borne by the extent Company, the Selling Shareholders and the Underwriters as provided in Section 10 6 hereof and the indemnity and contribution agreements in Section 8 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 9 (and assuming that this Agreement is not terminated pursuant to the immediately preceding sentences), the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.be

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 or a Selling StockholderCompany), you you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Selling Stockholder Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter 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 Shares to be purchased on the Closing Date or the Option SharesClosing date, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Section Sections 7 and 10 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 11, the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as Representatives, may determine in order that the required changes in the Registration Statement 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 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 or a Selling StockholderCompany), you you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Selling Stockholder Company, in such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter or Underwriters on such date, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Firm total number of Shares or Option Shares, as which the case may be, covered herebyUnderwriters were obligated to purchase hereunder on such date, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is they were obligated to purchase hereunderhereunder on such date, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm total number of Shares which the Underwriters were obligated to purchase hereunder on such date, the Company or Option Sharesyou, as the case may beRepresentatives of the Underwriters, covered hereby, the Company and the Selling Stockholder or you will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Section 10 Sections 5 and 14 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 9, the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as Representatives, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares 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 or a Selling StockholderCompany), you you, as Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Selling Stockholder Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, Units agreed to be purchased by the defaulting UnderwriterUnderwriter 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 Shares Units to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, Units which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, Units with respect to which such default shall occur exceeds 10% of the Firm Shares Units to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the Company and the Selling Stockholder or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Section 10 Sections 5 and 7 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 12, the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as Representative, may determine in order that the required changes in the Registration Statement 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 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, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares 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 or a Selling StockholderCompany), you you, as Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Selling Stockholder Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, Units agreed to be purchased by the defaulting UnderwriterUnderwriter 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 Shares Units to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, Units which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, Units with respect to which such default shall occur exceeds 10% of the Firm Shares Units to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the Company and the Selling Stockholder or you will as the Representative of the Underwriters shall have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Section 10 Sections 5 and 7 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 12, the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as Representative, may determine in order that the required changes in the Registration Statement 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 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, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 17 18 Company or a the Selling StockholderShareholder), you you, as the non-defaulting Underwriter, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you you, as such non-defaulting Underwriter, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter 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 Shares or Option Shares, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Selling Stockholder Shareholders or you as the non-defaulting Underwriter will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Section 10 8 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 9, the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as non-defaulting Underwriter, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares 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 or a Selling StockholderCompany), you the Representative of the Underwriters, shall use your its reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Selling Stockholder Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you the Representative, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, Units agreed to be purchased by the defaulting UnderwriterUnderwriter 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 Shares Units to be purchased on the Closing Date or the Option SharesClosing date, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, Units which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, Units with respect to which such default shall occur exceeds 10% of the Firm Shares Units to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the Company and or the Selling Stockholder or you Representative will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Section 10 Sections 5 and 8 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 9, the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as Representative, may determine in order that the required changes in the Registration Statement 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 If, on the Closing Date or on the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date (except in the event of a default on the part of the Company), and the aggregate principal amount of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the aggregate principal amount of Shares to be purchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives, for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter the other Underwriters shall fail be obligated severally in the proportions that the principal amount of Shares set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase and pay for the portion of the Shares which such defaulting Underwriter has or Underwriters agreed but failed or refused to purchase and pay for on such date (otherwise than by reason of any default date. If, on the part of Closing Date or on the Company or a Selling Stockholder), you shall use your reasonable efforts to procure within 36 hours thereafter the other Underwriter, or any others, to purchase from the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option SharesClosing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Shares and the aggregate principal amount of Shares with respect to which such default (except in the event of a default on the part of the Company) occurs is more than ten percent of the aggregate principal amount of Shares to be purchased, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter failed or the Company. In any such case either the Representatives or the Company shall have the right to purchase. If during such 36 hours you shall not have procured such other Underwriters, postpone the Closing Date or any others, to purchase the Firm Shares or Option SharesClosing Date, as the case may be, agreed to be purchased by the defaulting Underwriter, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriter shall be obligated, severally, but in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Selling Stockholder or you will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriter or of the Company or of the Selling Stockholder except to the extent provided in Section 10 hereof. In the no event of a default by any Underwriter, as set forth in this Section, the Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding longer than seven days, as you may determine in order that the required changes changes, if any, in the Registration Statement or and/or in the Prospectus or in any other documents or arrangements may be effected. The As used in this Agreement, the term "Underwriter" includes any person substituted for a defaulting Underwriteran Underwriter under this Section 11. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 or a Selling StockholderShareholder), you you, as Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon upon, and upon the terms set forth herein, of the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If the aggregate number of Shares that the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased in accordance with the preceding sentence, the Company shall have the right, within 36 hours next succeeding the 36-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such remaining Shares on the terms herein set forth. If during such 36 hours you two 36-hour periods you, as Representatives, and the Company shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter or Underwriters, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the Company and the Selling Stockholder or you will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriter or of the Company or of the Selling Stockholder except to the extent provided in Section 10 hereof. In the event of a default by any Underwriter, as set forth in this Section, the Closing Date or Option Closing Date, if any, may be postponed for such period, not exceeding seven days, as you may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.Option

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares 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 or a Selling StockholderCompany), you you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Selling Stockholder Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, Units agreed to be purchased by the defaulting UnderwriterUnderwriter 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 Shares Units to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, Units which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, Units with respect to which such default shall occur exceeds 10% of the Firm Shares Units to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Section 10 Sections 5 and 7 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 12, the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as Representatives, may determine in order that the required changes in the Registration Statement 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 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, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 or a Selling StockholderCompany), you you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Selling Stockholder Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter or Underwriters, then (a) if the Company shall be entitled to a further period of 36 hours within which to procure another party or parties satisfactory to you to purchase such Shares on such terms. If, after giving effect to any arrangements for the purchase of Shares by a defaulting Underwriter by you and the Company provided above, the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Firm Shares to be purchased on the Closing Date or the Option SharesClosing date, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase. If, or (b) if after giving effect to any arrangements for the purchase of Shares by a defaulting Underwriter by you and the Company provided above, the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Section 10 Sections 6 and 9 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 10, the Representatives or the Company shall have the right to postpone the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, a period not exceeding seven days, as you may determine days in order that the required changes in the Registration Statement Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "“Underwriter" ” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

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

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

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

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

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 or a Selling StockholderCompany), you you, as Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Selling Stockholder Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter 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 Shares to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the Company and the Selling Stockholder or you as the Representative of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Section 10 Sections 5 and 7 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 8, the Closing Date or the Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as Representative, may determine in order that the required changes in the Registration Statement 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 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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

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

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, if anyas the case may be, any Underwriter shall fail to purchase and pay for the portion of the 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 or a Selling StockholderCompany), you you, as Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other UnderwriterUnderwriters, or any others, to purchase from the Selling Stockholder Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting UnderwriterUnderwriter 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 Shares to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, the other Underwriter Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which it is they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Shares to be purchased on the Closing Date or the Option SharesClosing Date, as the case may be, covered hereby, then the Company and shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the Selling Stockholder 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 Representatives of the Underwriters will have the right right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriter Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Section 10 Sections 6 and 8 hereof. In the event of a default by any UnderwriterUnderwriter or Underwriters, as set forth in this SectionSection 9, the Closing Date or Option Closing Date, if anyas the case may be, may be postponed for such period, not exceeding seven days, as you you, as Representatives, may determine in order that the required changes in the Registration Statement 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.