Common use of Default of One or More of the Several Underwriters Clause in Contracts

Default of One or More of the Several Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 9 hereof and the indemnity and contribution agreements in Section 12 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of One or More of the Several Underwriters. (a) If If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter shall default in defaults on its obligation to purchase the Shares which that it has agreed to purchase hereunder at a Time of Deliveryon such date, you the non-defaulting Underwriters may in your their discretion arrange for you or another party or other parties to the purchase of such Shares by other persons satisfactory to the Company on the terms contained hereinin this Agreement. If If, within thirty-six 36 hours after any such default by any Underwriter you Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties persons satisfactory to you the non-defaulting Underwriters to purchase such Shares on such terms. In If other persons become obligated or agree to purchase the event thatShares of a defaulting Underwriter, within either the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, non-defaulting Underwriters or the Company notifies you that it has so arranged for may postpone the purchase of such Shares, you Closing Date or the Company shall have Additional Closing Date, as the right case may be, for up to postpone such Time of Delivery for a period of not more than seven five full business days in order to effect whatever any changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be made necessary in the Registration Statement or and the Prospectus, Prospectus or in any other documents document or arrangementsarrangement, and the Company agrees to file promptly prepare any amendments amendment or supplement to the Registration Statement or and the Prospectus which that effects any such changes. As used in your opinion may thereby be made necessary. The this Agreement, the term “Underwriter” as used in includes, for all purposes of this Agreement shall include unless the context otherwise requires, any person substituted under not listed in Schedule 1 hereto that, pursuant to this Section with like effect as if such person had originally been 10, purchases Shares that a party defaulting Underwriter agreed but failed to this Agreement with respect to such Sharespurchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you the non-defaulting Underwriters and the Company as provided in subsection paragraph (a) above, the aggregate number of such Shares which remains that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at on such Time of Deliverydate, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which that such Underwriter agreed to purchase hereunder at on such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its date plus such Underwriter’s pro rata share (based on the number of Shares which that such Underwriter agreed to purchase hereunderon such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you the non-defaulting Underwriters and the Company as provided in subsection paragraph (a) above, the aggregate number of such Shares which remains that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one one-eleventh of the aggregate number amount of all the Shares to be purchased at on such Time of Deliverydate, or if the Company shall not exercise the right described in subsection paragraph (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterabove, then this Agreement (or, with respect to the Second Time of Deliveryany Additional Closing Date, the obligations obligation of the Underwriters to purchase and of Shares on the Company to sell Additional Closing Date, as the Optional Shares) case may be, shall thereupon terminate, terminate without liability on the part of any the non-defaulting Underwriter or Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses to be borne by the Company and the Underwriters as provided set forth in Section 9 6 hereof and except that the indemnity provisions of Section 8 hereof shall not terminate and contribution agreements shall remain in Section 12 hereof; but nothing effect. (d) Nothing contained herein shall relieve a defaulting Underwriter from of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Default of One or More of the Several Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-one eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 9 6 hereof and the indemnity and contribution agreements in Section 12 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of One or More of the Several Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-one eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 9 6 hereof and the indemnity and contribution agreements in Section 12 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of One or More of the Several Underwriters. (a) If any Underwriter one or more of the Underwriters shall default in its obligation fail at the Closing Date or Option Closing Date to purchase the Shares Notes which it has agreed or they are obligated to purchase hereunder at a Time of Deliveryunder this Agreement (the “Defaulted Notes”), you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company Representatives shall have the right right, within 24 hours thereafter, to postpone such Time make arrangements for one or more of Delivery for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectusnon-defaulting Underwriters, or in any other documents or arrangementsunderwriters, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the Company agrees to file promptly any amendments to terms herein set forth; if, however, the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement Representatives shall include any person substituted under this Section with like effect as if not have completed such person had originally been a party to this Agreement with respect to arrangements within such Shares.24-hour period, then: (b1) If, after giving effect to any arrangements for if the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased Defaulted Notes does not exceed one-eleventh 10% of the aggregate number of all the Shares Notes to be purchased at on such Time date, each of Delivery, then the Company shall have the right to require each non-defaulting Underwriter Underwriters shall be obligated, severally and not jointly, to purchase the number full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each all non-defaulting Underwriter to purchase its pro rata share Underwriters, or (based on 2) if the number of Shares which such Underwriter agreed to purchase hereunder) Defaulted Notes exceeds 10% of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Shares Notes to be purchased at on such Time of Deliverydate, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterthis Agreement, then this Agreement (or, with respect to any Option Closing Date which occurs after the Second Time of DeliveryClosing Date, the obligations obligation of the Underwriters to purchase and of the Company to sell the Optional Shares) Additional Notes to be purchased and sold on such Option Closing Date, shall thereupon terminate, terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses Underwriter. No action taken pursuant to be borne by the Company and the Underwriters as provided in this Section 9 hereof and the indemnity and contribution agreements in Section 12 hereof; but nothing herein shall relieve a any defaulting Underwriter from liability for in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Additional Notes, as the case may be, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default of One or More of the Several Underwriters. (a) If any Underwriter one or more of the Underwriters shall default in its obligation fail at the Closing Date or Option Closing Date to purchase the Shares Securities which it has agreed or they are obligated to purchase hereunder at a Time of Deliveryunder this Agreement (the “Defaulted Securities”), you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company Representatives shall have the right right, within 24 hours thereafter, to postpone such Time make arrangements for one or more of Delivery for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectusnon-defaulting Underwriters, or in any other documents or arrangementsunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the Company agrees to file promptly any amendments to terms herein set forth; if, however, the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement Representatives shall include any person substituted under this Section with like effect as if not have completed such person had originally been a party to this Agreement with respect to arrangements within such Shares.24-hour period, then: (b1) If, after giving effect to any arrangements for if the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased Defaulted Securities does not exceed one-eleventh 10% of the aggregate number of all the Shares Securities to be purchased at on such Time date, each of Delivery, then the Company shall have the right to require each non-defaulting Underwriter Underwriters shall be obligated, severally and not jointly, to purchase the number full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each all non-defaulting Underwriter to purchase its pro rata share Underwriters, or (based on 2) if the number of Shares which such Underwriter agreed to purchase hereunder) Defaulted Securities exceeds 10% of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Shares Securities to be purchased at on such Time of Deliverydate, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterthis Agreement, then this Agreement (or, with respect to any Option Closing Date which occurs after the Second Time of DeliveryClosing Date, the obligations obligation of the Underwriters to purchase and of the Company to sell the Optional Shares) Option Securities to be purchased and sold on such Option Closing Date, shall thereupon terminate, terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses Underwriter. No action taken pursuant to be borne by the Company and the Underwriters as provided in this Section 9 hereof and the indemnity and contribution agreements in Section 12 hereof; but nothing herein shall relieve a any defaulting Underwriter from liability for in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default of One or More of the Several Underwriters. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement, unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 11, purchases the Offered Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. (a) If If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any Underwriter shall default defaults in its obligation obligations to purchase the Offered Shares which that it has agreed to purchase hereunder at a Time of Deliveryon such date, you may the remaining non-defaulting Underwriters may, in your discretion their discretion, arrange for you or another party the purchase of such Offered Shares by the non-defaulting Underwriters or other parties persons satisfactory to purchase such Shares the Company on the terms contained hereinin this Agreement. If If, within thirty-six 36 hours after any such default by any Underwriter you Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered Shares, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties persons satisfactory to you the non-defaulting Underwriters to purchase such Offered Shares on such terms. In the event that, that within the respective prescribed periods, you the non-defaulting Underwriters notify the Company that you they have so arranged for the purchase of such Offered Shares, or the Company notifies you the non-defaulting Underwriters that it has so arranged for the purchase of such Offered Shares, you either the non-defaulting Underwriters or the Company shall have may postpone the right First Closing Date or the applicable Option Closing Date, as the case may be, for up to postpone such Time of Delivery for a period of not more than seven five full business days in order to effect whatever any changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be made necessary in the Registration Statement or Statement, the Prospectus, Prospectus or in any other documents document or arrangementsarrangement, and the Company agrees to file promptly prepare any amendments amendment or supplement to the Registration Statement or Statement, the Prospectus which or in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to other document or arrangement that effects any such Shareschanges. (b) If, after giving effect to any arrangements for the purchase of the Offered Shares of a defaulting Underwriter or Underwriters by you the non-defaulting Underwriters and the Company as provided in subsection paragraph (a) above, the aggregate total number of shares of the Offered Shares to be purchased on such Shares which date that remains unpurchased does not exceed one-eleventh of the aggregate total number of shares of all the Offered Shares to be purchased at on such Time of Deliverydate, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of shares of the Offered Shares which to be purchased on such date that such Underwriter agreed to purchase hereunder at on such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its date plus such Underwriter’s pro rata share (based on the total number of shares of the Firm Shares which that such Underwriter agreed to purchase hereunder) of the Offered Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein provided that the non-defaulting Underwriters shall relieve a defaulting Underwriter from liability for its defaultnot be obligated to purchase more than 110% of the total number of shares of the Offered Shares that it agreed to purchase on the First Closing Date or the applicable Option Closing Date, as the case may be pursuant to the terms of Section 2. (c) If, after giving effect to any arrangements for the purchase of the Offered Shares of a defaulting Underwriter or Underwriters by you the non-defaulting Underwriters and the Company as provided in subsection paragraph (a) above, the aggregate total number of such the Offered Shares which that remains unpurchased exceeds one one-eleventh of the aggregate total number of shares of all the Offered Shares to be purchased at on such Time of Deliverydate, or if the Company shall not exercise the right described in subsection paragraph (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterabove, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, terminate without liability on the part of any the non-defaulting Underwriter or Underwriters. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses to be borne by as set forth in Sections 4 and 7 and except that the Company provisions of Sections 9 and the Underwriters as provided 10 shall not terminate and shall remain in Section 9 hereof and the indemnity and contribution agreements in Section 12 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaulteffect.

Default of One or More of the Several Underwriters. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement, unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 11, purchases the Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. (a) If If, on the Closing Date, any Underwriter shall default defaults in its obligation obligations to purchase the Shares which Securities that it has agreed to purchase hereunder at a Time of Deliveryon such date, you may the remaining non-defaulting Underwriters may, in your discretion their discretion, arrange for you or another party the purchase of such Securities by the non-defaulting Underwriters or other parties persons satisfactory to purchase such Shares the Company on the terms contained hereinin this Agreement. If If, within thirty-six 36 hours after any such default by any Underwriter you Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesSecurities, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties persons satisfactory to you the non-defaulting Underwriters to purchase such Shares Securities on such terms. In the event that, that within the respective prescribed periods, you the non-defaulting Underwriters notify the Company that you they have so arranged for the purchase of such SharesSecurities, or the Company notifies you the non-defaulting Underwriters that it has so arranged for the purchase of such SharesSecurities, you either the non-defaulting Underwriters or the Company shall have may postpone the right Closing Date for up to postpone such Time of Delivery for a period of not more than seven five full business days in order to effect whatever any changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be made necessary in the Registration Statement or Statement, the Prospectus, Prospectus or in any other documents document or arrangementsarrangement, and the Company agrees to file promptly prepare any amendments amendment or supplement to the Registration Statement or Statement, the Prospectus which or in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to other document or arrangement that effects any such Shareschanges. (b) If, after giving effect to any arrangements for the purchase of the Shares Securities of a defaulting Underwriter or Underwriters by you the non-defaulting Underwriters and the Company as provided in subsection paragraph (a) above, the aggregate number principal amount of such Shares which Securities that remains unpurchased does not exceed one-eleventh of the aggregate number principal amount of all the Shares to be purchased at such Time of DeliverySecurities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number principal amount of Shares which Securities that such Underwriter agreed to purchase hereunder at plus such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its Underwriter’s pro rata share (based on the number principal amount of Shares which the Securities that such Underwriter agreed to purchase hereunder) of the Shares Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein provided that the non-defaulting Underwriters shall relieve a defaulting Underwriter from liability for its defaultnot be obligated to purchase more than 110% of the principal amount of the Securities that it agreed to purchase on the Closing Date pursuant to the terms of Section 2. (c) If, after giving effect to any arrangements for the purchase of the Shares Securities of a defaulting Underwriter or Underwriters by you the non-defaulting Underwriters and the Company as provided in subsection paragraph (a) above, the aggregate number principal amount of such Shares which Securities that remains unpurchased exceeds one one-eleventh of the aggregate number principal amount of all the Shares to be purchased at such Time of DeliverySecurities, or if the Company shall not exercise the right described in subsection paragraph (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterabove, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, terminate without liability on the part of any the non-defaulting Underwriter Underwriters. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the Issuers or the CompanyGuarantor, except that the Issuers and the Guarantor will continue to be liable for the payment of expenses to be borne by as set forth in Sections 4 and 7 and except that the Company provisions of Sections 9 and the Underwriters as provided 10 shall not terminate and shall remain in Section 9 hereof and the indemnity and contribution agreements in Section 12 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaulteffect.

Default of One or More of the Several Underwriters. (a) If If, on the Closing Date or the applicable Option Closing Date, as the case may be, any Underwriter one or more of the several Underwriters shall default in its obligation fail or refuse to purchase the Offered Shares which that it has or they have agreed to purchase hereunder at a Time of Deliveryon such date, you may in your discretion arrange for you or another party or other parties the remaining non-defaulting Underwriters shall be obligated to purchase such the Offered Shares on that the terms contained herein. If within thirty-six hours after such default by any defaulting Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you Underwriters agreed but failed to purchase on such date in the respective proportions which the number of Offered Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule A hereto bears to the total number of Offered Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule A hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of Offered Shares on such terms. In date if the event that, within total number of Offered Shares that the respective prescribed periods, you notify the Company that you have so arranged for the defaulting Underwriter or Underwriters agreed but failed to purchase of on such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase date exceeds 10% of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate total number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Offered Shares to be purchased at on such Time of Deliverydate. If the foregoing maximum is exceeded, then the Company remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representative who so agree, shall have the right right, but shall not be obligated, to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery andpurchase, in additionsuch proportion as may be agreed upon among them, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Offered Shares to be purchased at on such Time of Delivery, date. If the remaining Underwriters or if other underwriters satisfactory to the Company shall Representative do not exercise elect to purchase the right described in subsection (b) above to require a non-Offered Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase Shares of a defaulting Underwriteron such date, then this Agreement (or, with respect to the Second Time of Deliveryany Option Closing Date, the obligations obligation of the Underwriters to purchase purchase, and of the Company to sell sell, the Optional SharesShares on such date) shall thereupon terminate, terminate without liability on the part of any non-defaulting Underwriter or and the Company, except that the Company will continue to be liable for the payment of expenses to be borne by the Company extent set forth in Sections 4 and 7. As used in this Agreement, the Underwriters as provided term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 9 hereof and the indemnity and contribution agreements in Section 12 hereof; but nothing 10, purchases Offered Shares. Nothing contained herein shall relieve a defaulting Underwriter from of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase Offered Shares of a defaulting or withdrawing Underwriter, either the Representative or the Company may postpone the Closing Date or the applicable Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Prospectus or in any other document or arrangement. Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the Closing Date this Agreement may be terminated by the Representative by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE Amex, or trading in securities generally on any of The Nasdaq Stock Market, the New York Stock Exchange or the NYSE Amex shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Effect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the other Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Default of One or More of the Several Underwriters. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement, unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 11, purchases the Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. (a) If If, on the Closing Date, any Underwriter shall default defaults in its obligation obligations to purchase the Shares which Securities that it has agreed to purchase hereunder at a Time of Deliveryon such date, you may the remaining non-defaulting Underwriters may, in your discretion their discretion, arrange for you or another party the purchase of such Securities by the non-defaulting Underwriters or other parties persons satisfactory to purchase such Shares the Company on the terms contained hereinin this Agreement. If If, within thirty-six 36 hours after any such default by any Underwriter you Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesSecurities, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties persons satisfactory to you the non-defaulting Underwriters to purchase such Shares Securities on such terms. In the event that, that within the respective prescribed periods, you the non-defaulting Underwriters notify the Company that you they have so arranged for the purchase of such SharesSecurities, or the Company notifies you the non-defaulting Underwriters that it has so arranged for the purchase of such SharesSecurities, you either the non-defaulting Underwriters or the Company shall have may postpone the right Closing Date for up to postpone such Time of Delivery for a period of not more than seven five full business days in order to effect whatever any changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be made necessary in the Registration Statement or Statement, the Prospectus, Prospectus or in any other documents document or arrangementsarrangement, and the Company agrees to file promptly prepare any amendments amendment or supplement to the Registration Statement or Statement, the Prospectus which or in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to other document or arrangement that effects any such Shareschanges. (b) If, after giving effect to any arrangements for the purchase of the Shares Securities of a defaulting Underwriter or Underwriters by you the non-defaulting Underwriters and the Company as provided in subsection paragraph (a) above, the aggregate number principal amount of such Shares which Securities that remains unpurchased does not exceed one-eleventh of the aggregate number principal amount of all the Shares to be purchased at such Time of DeliverySecurities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number principal amount of Shares which Securities that such Underwriter agreed to purchase hereunder at plus such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its Underwriter’s pro rata share (based on the number principal amount of Shares which the Securities that such Underwriter agreed to purchase hereunder) of the Shares Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein provided that the non-defaulting Underwriters shall relieve a defaulting Underwriter from liability for its defaultnot be obligated to purchase more than 110% of the principal amount of the Securities that it agreed to purchase on the Closing Date pursuant to the terms of Section 2. (c) If, after giving effect to any arrangements for the purchase of the Shares Securities of a defaulting Underwriter or Underwriters by you the non-defaulting Underwriters and the Company as provided in subsection paragraph (a) above, the aggregate number principal amount of such Shares which Securities that remains unpurchased exceeds one one-eleventh of the aggregate number principal amount of all the Shares to be purchased at such Time of DeliverySecurities, or if the Company shall not exercise the right described in subsection paragraph (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterabove, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, terminate without liability on the part of any the non-defaulting Underwriter Underwriters. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the Issuers or the CompanyGuarantors, except that the Issuers and the Guarantors will continue to be liable for the payment of expenses to be borne by as set forth in Sections 4 and 7 and except that the Company provisions of Sections 9 and the Underwriters as provided 10 shall not terminate and shall remain in Section 9 hereof and the indemnity and contribution agreements in Section 12 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaulteffect.

Default of One or More of the Several Underwriters. (a) If any Underwriter one or more Underwriters shall default in its obligation to purchase the Shares Securities which it has agreed to purchase hereunder at a Time of Deliveryhereunder, you may in your discretion arrange for you or another party or other parties to purchase such Shares Securities on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter you do not arrange for the purchase of such SharesSecurities, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties satisfactory to you to purchase such Shares Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such SharesSecurities, or the Company notifies you that it has so arranged for the purchase of such SharesSecurities, you or the Company shall have the right to postpone such Time of Delivery the Closing Date for a period of not more than seven days (7) days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the ProspectusProspectus Supplement, or in any other documents or arrangements, and the Company agrees to file prepare promptly any amendments to the Registration Statement or the Prospectus Supplement which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.Securities; (b) If, after giving effect to any arrangements for the purchase of the Shares Securities of a defaulting Underwriter or Underwriters by you the Representatives and the Company as provided in subsection (a9(a) above, the aggregate number principal amount of such Shares Securities which remains unpurchased does not exceed one-eleventh (1/11th) of the aggregate number principal amount of all the Shares to be purchased at such Time of DeliverySecurities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number principal amount of Shares Securities which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number principal amount of Shares Securities which such Underwriter agreed to purchase hereunder) of the Shares Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.; and (c) If, after giving effect to any arrangements for the purchase of the Shares Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a9(a) above, the aggregate number principal amount of such Shares Securities which remains unpurchased exceeds one one-eleventh (1/11th) of the aggregate number principal amount of all the Shares to be purchased at such Time of DeliverySecurities, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter Underwriters to purchase Shares Securities of a defaulting UnderwriterUnderwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 9 5 hereof and the indemnity and contribution agreements in Section 12 Sections 7 and 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of One or More of the Several Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Shares Notes which it has agreed to purchase hereunder at a Time of Deliveryon the Closing Date, you the Representative may in your its discretion arrange for you it or another party or other parties to purchase such Shares Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do the Representative does not arrange for the purchase of such SharesNotes, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you the Representative to purchase such Shares Notes on such terms. In the event that, within the respective prescribed periods, you notify the Representative notifies the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such SharesNotes, you or the Company notifies the Representative that it has so arranged for the purchase of such Notes, the Representative or the Company shall have the right to postpone such Time of Delivery the Closing Date for a period of not more than seven days days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such SharesNotes. (b) If, after giving effect to any arrangements for the purchase of the Shares Notes of a defaulting Underwriter or Underwriters by you the Representative and the Company as provided in subsection (a) above, the aggregate number amount of such Shares Notes which remains unpurchased does not exceed one-eleventh tenth of the aggregate number amount of all the Shares Notes to be purchased at such Time of Deliverythe Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number amount of Shares Notes which such Underwriter agreed to purchase hereunder at such Time of Delivery the Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number amount of Shares Notes which such Underwriter agreed to purchase hereunder) of the Shares Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares Notes of a defaulting Underwriter or Underwriters by you the Representative and the Company as provided in subsection (aSection 8(a) abovehereof, the aggregate number amount of such Shares Notes which remains unpurchased exceeds one eleventh one-tenth of the aggregate number amount of all the Shares Notes to be purchased at such Time of Deliverythe Closing Date, or if the Company shall not exercise the right described in subsection (bSection 8(b) above hereof to require a non-defaulting Underwriter Underwriters to purchase Shares Notes of a defaulting UnderwriterUnderwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 9 hereof 4 hereof, the reimbursement of expenses of the underwriters as provided in Section 6 hereof, and the indemnity and contribution and other agreements in Section 12 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of One or More of the Several Underwriters. (a) If any Underwriter one or more of the Underwriters shall default in its obligation fail on the Closing Date or a Date of Delivery to purchase the Shares Securities which it has agreed or they are obligated to purchase hereunder at a Time under this Agreement (the “Defaulted Securities”), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of Deliverythe non‑defaulting Underwriters, you may in your discretion arrange for you or another party any other underwriters or other parties persons satisfactory to purchase such Shares the Company on the terms contained hereinin this Agreement, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If If, within thirty-six 24 hours after any such default by any Underwriter you Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SharesDefaulted Securities, then the Company shall be entitled to a further period of thirty-six 24 hours within which to procure another party or other parties persons satisfactory to you the non-defaulting Underwriters to purchase such Shares Defaulted Securities on such terms. If, however, the Underwriters shall not have completed such arrangements within the first 24 hour period and the Company has not been able to procure other persons satisfactory to the non-defaulting Underwriters during the second 24 hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non‑defaulting Underwriters shall be obligated, severally, to purchase the full amount of Defaulted Securities thereof in proportion to the respective numbers of Securities which they are obligated to purchase hereunder, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non‑defaulting Underwriter or the Company, except to the extent provided in Section 4 for any non-defaulting Underwriter and except that the provisions of Section 8 hereof shall not terminate and shall remain in effect. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event thatof any such default which does not result in a termination of this Agreement or, within in the respective prescribed periodscase of a Date of Delivery which is after the Closing Date, you notify which does not result in a termination of the obligation of the Underwriters to purchase and the Company that you have so arranged for to sell the purchase of such Sharesrelevant Initial Securities or Option Securities, as the case may be, either the (i) Representatives or the Company notifies you that it has so arranged for the purchase of such Shares, you or (ii) the Company shall have the right to postpone such Time the Closing Date or the relevant Date of Delivery Delivery, as the case may be, for a period of not more than exceeding seven days in order to effect whatever any required changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, Prospectus or in any other documents or arrangements. As used herein, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include includes any person substituted for an Underwriter under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares17. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 9 hereof and the indemnity and contribution agreements in Section 12 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of One or More of the Several Underwriters. (a) If If, on the Closing Date or the applicable Option Closing Date, as the case may be, any Underwriter one or more of the several Underwriters shall default in its obligation fail or refuse to purchase the Offered Shares which that it has or they have agreed to purchase hereunder at a Time of Deliveryon such date, you may in your discretion arrange for you or another party or other parties the remaining non-defaulting Underwriters shall be obligated to purchase such the Offered Shares on that the terms contained herein. If within thirty-six hours after such default by any defaulting Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you Underwriters agreed but failed to purchase on such date in the respective proportions which the number of Offered Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule A hereto bears to the total number of Offered Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule A hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of Offered Shares on such terms. In date if the event that, within total number of Offered Shares that the respective prescribed periods, you notify the Company that you have so arranged for the defaulting Underwriter or Underwriters agreed but failed to purchase of on such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase date exceeds 10% of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate total number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Offered Shares to be purchased at on such Time of Deliverydate. If the foregoing maximum is exceeded, then the Company remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right right, but shall not be obligated, to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery andpurchase, in additionsuch proportion as may be agreed upon among them, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Offered Shares to be purchased at on such Time of Delivery, date. If the remaining Underwriters or if other underwriters satisfactory to the Company shall Representatives do not exercise elect to purchase the right described in subsection (b) above to require a non-Offered Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase Shares of a defaulting Underwriteron such date, then this Agreement (or, with respect to the Second Time of Deliveryany Option Closing Date, the obligations obligation of the Underwriters to purchase purchase, and of the Company to sell sell, the Optional SharesShares on such date) shall thereupon terminate, terminate without liability on the part of any non-defaulting Underwriter or and the Company, except that the Company will continue to be liable for the payment of expenses to be borne by the Company extent set forth in Sections 4 and 7. As used in this Agreement, the Underwriters as provided term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 9 hereof and the indemnity and contribution agreements in Section 12 hereof; but nothing 10, purchases Offered Shares. Nothing contained herein shall relieve a defaulting Underwriter from of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase Offered Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date or the applicable Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Prospectus or in any other document or arrangement.

Default of One or More of the Several Underwriters. (a) If If, on the Closing Date or the applicable Option Closing Date, as the case may be, any Underwriter one or more of the several Underwriters shall default in its obligation fail or refuse to purchase the Offered Shares which that it has or they have agreed to purchase hereunder at a Time of Deliveryon such date, you may in your discretion arrange for you or another party or other parties the remaining non-defaulting Underwriters shall be obligated to purchase such the Offered Shares on that the terms contained herein. If within thirty-six hours after such default by any defaulting Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you Underwriters agreed but failed to purchase on such date in the respective proportions which the number of Offered Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule A hereto bears to the total number of Offered Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule A hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Offered Shares on such terms. In date if the event that, within total number of Offered Shares that the respective prescribed periods, you notify the Company that you have so arranged for the defaulting Underwriter or Underwriters agreed but failed to purchase of on such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase date exceeds 10% of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate total number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Offered Shares to be purchased at on such Time of Deliverydate. If the foregoing maximum is exceeded, then the Company remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representative who so agree, shall have the right right, but shall not be obligated, to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery andpurchase, in additionsuch proportion as may be agreed upon among them, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Offered Shares to be purchased at on such Time of Delivery, date. If the remaining Underwriters or if other underwriters satisfactory to the Company shall Representative do not exercise elect to purchase the right described in subsection (b) above to require a non-Offered Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase Shares of a defaulting Underwriteron such date, then this Agreement (or, with respect to the Second Time of Deliveryany Option Closing Date, the obligations obligation of the Underwriters to purchase purchase, and of the Company to sell sell, the Optional SharesShares on such date) shall thereupon terminate, terminate without liability on the part of any non-defaulting Underwriter or and the Company, except that the Company will continue to be liable for the payment of expenses to be borne by the Company and the Underwriters as provided extent set forth in Section 9 hereof 4 and Section 7. As used in this Agreement, the indemnity and contribution agreements term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 12 hereof; but nothing 10, purchases Offered Shares. Nothing contained herein shall relieve a defaulting Underwriter from of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase Offered Shares of a defaulting or withdrawing Underwriter, either the Representative or the Company may postpone the Closing Date or the applicable Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Prospectus or in any other document or arrangement.

Default of One or More of the Several Underwriters. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement, unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 11, purchases the Offered Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. (a) If If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any Underwriter shall default defaults in its obligation obligations to purchase the Offered Shares which that it has agreed to purchase hereunder at a Time of Deliveryon such date, you may the remaining non-defaulting Underwriters may, in your discretion their discretion, arrange for you or another party the purchase of such Offered Shares by the non-defaulting Underwriters or other parties persons satisfactory to purchase such Shares the Company on the terms contained hereinin this Agreement. If If, within thirty-six 36 hours after any such default by any Underwriter you Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered Shares, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties persons satisfactory to you the non-defaulting Underwriters to purchase such Offered Shares on such terms. In the event that, that within the respective prescribed periods, you the non-defaulting Underwriters notify the Company that you they have so arranged for the purchase of such Offered Shares, or the Company notifies you the non-defaulting Underwriters that it has so arranged for the purchase of such Offered Shares, you either the non-defaulting Underwriters or the Company shall have may postpone the right First Closing Date or the applicable Option Closing Date, as the case may be, for up to postpone such Time of Delivery for a period of not more than seven full business days in order to effect whatever any changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be made necessary in the Registration Statement or Statement, the Prospectus, Prospectus or in any other documents document or arrangementsarrangement, and the Company agrees to file promptly prepare any amendments amendment or supplement to the Registration Statement or Statement, the Prospectus which or in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to other document or arrangement that effects any such Shareschanges. (b) If, after giving effect to any arrangements for the purchase of the Offered Shares of a defaulting Underwriter or Underwriters by you the non-defaulting Underwriters and the Company as provided in subsection paragraph (a) above, the aggregate total number of such shares of the Offered Shares which that remains unpurchased does not exceed one-eleventh of the aggregate total number of shares of all the Shares to be purchased at such Time of DeliveryOffered Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of shares of the Offered Shares which that such Underwriter agreed to purchase hereunder at plus such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its Underwriter’s pro rata share (based on the total number of shares of the Firm Shares which that such Underwriter agreed to purchase hereunder) of the Offered Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein provided that the non-defaulting Underwriters shall relieve a defaulting Underwriter from liability for its defaultnot be obligated to purchase more than 110% of the total number of shares of the Offered Shares that it agreed to purchase on the First Closing Date or the applicable Option Closing Date, as the case may be pursuant to the terms of Section 2. (c) If, after giving effect to any arrangements for the purchase of the Offered Shares of a defaulting Underwriter or Underwriters by you the non-defaulting Underwriters and the Company as provided in subsection paragraph (a) above, the aggregate total number of such the Offered Shares which that remains unpurchased exceeds one one-eleventh of the aggregate total number of shares of all the Shares to be purchased at such Time of DeliveryOffered Shares, or if the Company shall not exercise the right described in subsection paragraph (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterabove, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, terminate without liability on the part of any the non-defaulting Underwriter or Underwriters. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses to be borne by as set forth in Sections 4 and 7 and except that the Company provisions of Sections 9 and the Underwriters as provided 10 shall not terminate and shall remain in Section 9 hereof and the indemnity and contribution agreements in Section 12 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaulteffect.

Default of One or More of the Several Underwriters. (a) If If, on the Closing Date or the applicable Option Closing Date, as the case may be, any Underwriter one or more of the several Underwriters shall default in its obligation fail or refuse to purchase the Offered Shares which that it has or they have agreed to purchase hereunder at a Time of Deliveryon such date, you may in your discretion arrange for you or another party or other parties the remaining non-defaulting Underwriters shall be obligated to purchase such the Offered Shares on that the terms contained herein. If within thirty-six hours after such default by any defaulting Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you Underwriters agreed but failed to purchase on such date in the respective proportions which the number of Offered Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule A hereto bears to the total number of Offered Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule A hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of Offered Shares on such terms. In date if the event that, within total number of Offered Shares that the respective prescribed periods, you notify the Company that you have so arranged for the defaulting Underwriter or Underwriters agreed but failed to purchase of on such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase date exceeds 10% of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate total number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Offered Shares to be purchased at on such Time of Deliverydate. If the foregoing maximum is exceeded, then the Company remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representative who so agree, shall have the right right, but shall not be obligated, to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery andpurchase, in additionsuch proportion as may be agreed upon among them, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Offered Shares to be purchased at on such Time of Delivery, date. If the remaining Underwriters or if other underwriters satisfactory to the Company shall Representative do not exercise elect to purchase the right described in subsection (b) above to require a non-Offered Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase Shares of a defaulting Underwriteron such date, then this Agreement (or, with respect to the Second Time of Deliveryany Option Closing Date, the obligations obligation of the Underwriters to purchase purchase, and of the Company to sell sell, the Optional SharesShares on such date) shall thereupon terminate, terminate without liability on the part of any non-defaulting Underwriter or and the Company, except that the Company will continue to be liable for the payment of expenses to be borne by the Company extent set forth in Sections 4 and 7. As used in this Agreement, the Underwriters as provided term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 9 hereof and the indemnity and contribution agreements in Section 12 hereof; but nothing 10, purchases Offered Shares. Nothing contained herein shall relieve a defaulting Underwriter from of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase Offered Shares of a defaulting or withdrawing Underwriter, either the Representative or the Company may postpone the Closing Date or the applicable Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Prospectus or in any other document or arrangement.