Common use of Default of Underwriters Clause in Contracts

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more Underwriters shall fail default in their obligations to purchase Firm Securities or Option Securities hereunder and pay for any the aggregate number of such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the aggregate number of Firm Securities agreed or Option Securities to be purchased by all of the Underwriters at such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementtime hereunder, the remaining other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities 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 Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to take up and pay for (in their respective commitments hereunder to purchase the respective proportions that the amount of Firm Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the or Option Securities that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the . If one or more Underwriters so default with respect to an aggregate amount number of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% is more than ten percent of the aggregate number of Firm Securities or Option Securities, as the remaining Underwriters shall have the right case may be, to purchase all, but shall not be under any obligation to purchase any, purchased by all of the Securities. If Underwriters at such time hereunder, and if arrangements satisfactory to the Representatives are not made within one Business Day 36 hours after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase by other persons (who may include one or more of such Securitiesthe non-defaulting Underwriters, then including the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all Representatives) of the Securities with respect to which a such default relates as provided in this Section 10occurs, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company, except Company other than as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)10 hereof. In the event of a any default by any Underwriter one or more Underwriters as set forth described in this Section 109, the Representatives shall have the right to postpone the Firm Closing Date shall be postponed for such period, not exceeding five Business Daysor the Option Closing Date, as the Representatives shall determine case may be, established as provided in Section 3 hereof for not more than seven business days in order that the required any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Securities or in any other documents or arrangements Option Securities, as the case may be effectedbe. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 9. Nothing contained in this Agreement herein shall relieve any defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for any the principal amount of the Securities [Unsecured Notes] which it has agreed to be purchased by purchase and pay for hereunder, and the aggregate principal amount of [Unsecured Notes] which such defaulting Underwriter or Underwriters hereunder and such failure agreed but failed or refused to purchase shall constitute a default in is not more than one-tenth of the performance aggregate principal amount of its or their obligations under this Agreementthe [Unsecured Notes], the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount amounts of Securities [Unsecured Notes] set forth opposite their names in Schedule I Exhibit 1 hereto bears bear to the aggregate principal amount of Securities [Unsecured Notes] set forth opposite the names of all such non-defaulting Underwriters, to purchase the remaining Underwriters) the Securities that the [Unsecured Notes] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on the terms set forth herein; provided that in no event shall the principal amount of [Unsecured Notes] which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 7 by an amount in excess of one-ninth of such principal amount of [Unsecured Notes] without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase [Unsecured Notes] and the aggregate principal amount of [Unsecured Notes] with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the [Unsecured Notes] then this Agreement shall terminate without liability on the part of any defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the event that the aggregate amount of Securities that the [Unsecured Notes] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase shall exceed 10% of on the Firm Securities, terms set forth herein. In the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then event the Company shall be entitled to a further but shall not elect (within the time period of one Business Day within which specified above) to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10exercise its rights under clause (a) and/or (b), then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)shall terminate. In the event of a default by any such termination, the Company shall not be under any liability to any Underwriter as set forth in this Section 10, (except to the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liabilityextent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the [Unsecured Notes] without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company and or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more of the Underwriters shall fail (other than for a reason sufficient to justify the termination of this Agreement) to purchase and pay for any on the Closing Date the principal amount of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementUnderwriters, the remaining Underwriter or Underwriters may find one or more substitute underwriters to purchase such Notes or make such other arrangements as they may deem advisable, or one or more of the remaining Underwriters may agree to purchase such Notes in such proportions as may be approved by the Representatives or the remaining Underwriter or Underwriters, in each case upon the terms herein set forth. If no such arrangements have been made within 24 hours after the Closing Date, and (a) the aggregate principal amount of such Notes to be purchased by the defaulting Underwriter or Underwriters shall not exceed 10% of the total principal amount of all of the Notes, each of the non-defaulting Underwriters shall be obligated severally to take up and pay for purchase such Notes on the terms herein set forth in proportion to their respective obligations hereunder, or (in b) the respective proportions that the aggregate principal amount of Securities such Notes to be purchased by the defaulting Underwriter or Underwriters shall exceed 10% of the total principal amount of all of the Notes, the Corporation shall be entitled to an additional period of 24 hours within which to find one or more substitute underwriters satisfactory to the Representatives or the remaining Underwriter or Underwriters to purchase such Notes, upon the terms set forth opposite their names herein. In any such case, the Underwriters or the Corporation shall have the right to postpone the Closing Date for a period of not more than seven business days in Schedule I hereto bears to order that necessary changes and arrangements may be effected. If the aggregate principal amount of Securities set forth opposite the names Notes to be purchased by such defaulting Underwriters shall exceed 10% of the total principal amount of all of the remaining Underwriters) Notes, and neither the Securities that non-defaulting Underwriters nor the Corporation shall make arrangements pursuant to this Section 10 within the period stated for the purchase of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter and without liability on the part of the Corporation or the Companyany Guarantor, except except, in each case, as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing DateSections 6(k), this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)7, 8 and 9 hereof. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date 10 shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, way affect the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve liability of any defaulting Underwriter of its liability, if any, to the Company and Corporation, any Guarantor or the non-defaulting Underwriters arising out of such default. A substitute underwriter hereunder shall become an Underwriter for damages occasioned by its default hereunderall purposes of this Agreement.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated obliged severally to take up and pay for (in the proportion to their respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriterscommitments hereunder) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, aggregate amount of the Securities and arrangements satisfactory to the remaining Underwriters shall have and the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Province for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day Securities are not made within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 1048 hours after such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyProvince, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)13. In the event of a default by any Underwriter as set forth in this Section 1011, which shall not cause this Agreement to be terminated, either the Province or the Representatives shall have the right to postpone the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Province and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more Underwriters shall fail default in their obligations to purchase Firm Securities or Option Securities hereunder and pay for any the aggregate number of such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the aggregate number of Firm Securities agreed or Option Securities to be purchased by all of the Underwriters at such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementtime hereunder, the remaining other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities 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 Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to take up and pay for (in their respective commitments hereunder to purchase the respective proportions that the amount of Firm Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the or Option Securities that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the . If one or more Underwriters so default with respect to an aggregate amount number of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% is more than ten percent of the aggregate number of Firm Securities or Option Securities, as the remaining Underwriters shall have the right case may be, to purchase all, but shall not be under any obligation to purchase any, purchased by all of the Securities. If Underwriters at such time hereunder, and if arrangements satisfactory to the Representatives are not made within one Business Day 36 hours after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase by other persons (who may include one or more of such Securitiesthe non-defaulting Underwriters, then including the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all Representatives) of the Securities with respect to which a such default relates as provided in this Section 10occurs, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company, except Company other than as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)hereof. In the event of a any default by any Underwriter one or more Underwriters as set forth described in this Section 1011, the Representatives shall have the right to postpone the Firm Closing Date shall be postponed for such period, not exceeding five Business Daysor the Option Closing Date, as the Representatives shall determine case may be, established as provided in Section 4 hereof for not more than seven business days in order that the required any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Securities or in any other documents or arrangements Option Securities, as the case may be effectedbe. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 11. Nothing contained in this Agreement herein shall relieve any defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 8(b)) to purchase and pay for on the First Closing Date or any Additional Closing Date the aggregate number of the Securities Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by the Underwriter or Underwriters shall not exceed 10% of the total number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder and such failure to purchase shall constitute a default in the performance Underwriters, then each of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to take up and pay for (in purchase these Primary Shares or Over-Allotment Shares on the respective proportions that the amount of Securities terms herein set forth opposite in proportion to their names respective obligations hereunder. In that case, the Representative and the Company shall have the right to postpone the First Closing Date or any Additional Closing Date (as the case may be) for a period of not more than seven days in Schedule I hereto bears order that necessary changes and arrangements may be effected. If one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 8(b)) to purchase on the First Closing Date or any Additional Closing Date the aggregate amount number of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that and the aggregate amount number of Securities that the defaulting Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securitiestotal number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder to the Underwriters, then the remaining non-defaulting Underwriters shall have the right to purchase allpurchase, but or procure one or more Underwriters reasonably acceptable to the Company, to purchase, in such proportions as they may agree upon and upon the terms herein set forth, the Primary Shares or Over-Allotment Shares that such defaulting Underwriter or Underwriters agreed to purchase, and this Agreement shall not be under any obligation to purchase any, of the Securitiescarried out accordingly. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining other Underwriters do not arrange for exercise this right within 36 hours after receiving notice of the purchase of such Securitiesdefault, then the Company shall be entitled to a further an additional period of one Business Day 24 hours within which to procure another party or parties reasonably satisfactory to you the Representative to purchase said Securitiesor agree to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth. In any such case, the event Representative and the Company shall have the right to postpone the First Closing Date or any Additional Closing Date (as the case may be) for a period of not more than seven days in order that necessary changes and arrangements may be effected. If this paragraph becomes applicable and neither the remaining non-defaulting Underwriters nor the Company purchase or arrange shall make arrangements within the period stated for the purchase of all of the Securities Primary Shares or Over-Allotment Shares that the defaulting Underwriter or Underwriters agreed to which a default relates as provided in this Section 10purchase, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or to the Company, Company and without liability on the part of the Company except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)7. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date 9 shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, way affect the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve liability of any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderarising out of the default.

Default of Underwriters. If any one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 8(b)) to purchase and pay for on the First Closing Date or any Additional Closing Date the aggregate number of the Securities Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by the Underwriter or Underwriters shall not exceed 10% of the total number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder and such failure to purchase shall constitute a default in the performance Underwriters, then each of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to take up and pay for (in purchase these Primary Shares or Over-Allotment Shares on the respective proportions that the amount of Securities terms herein set forth opposite in proportion to their names respective obligations hereunder. In that case, the Representatives and the Company shall have the right to postpone the First Closing Date or any Additional Closing Date (as the case may be) for a period of not more than seven days in Schedule I hereto bears order that necessary changes and arrangements may be effected. If one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 8(b)) to purchase on the First Closing Date or any Additional Closing Date the aggregate amount number of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that and the aggregate amount number of Securities that the defaulting Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securitiestotal number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder to the Underwriters, then the remaining non-defaulting Underwriters shall have the right to purchase allpurchase, but or procure one or more Underwriters reasonably acceptable to the Company, to purchase, in such proportions as they may agree upon and upon the terms herein set forth, the Primary Shares or Over-Allotment Shares that such defaulting Underwriter or Underwriters agreed to purchase, and this Agreement shall not be under any obligation to purchase any, of the Securitiescarried out accordingly. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining other Underwriters do not arrange for exercise this right within 36 hours after receiving notice of the purchase of such Securitiesdefault, then the Company shall be entitled to a further an additional period of one Business Day 24 hours within which to procure another party or parties reasonably satisfactory to you the Representatives to purchase said Securitiesor agree to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth. In any such case, the event Representatives and the Company shall have the right to postpone the First Closing Date or any Additional Closing Date (as the case may be) for a period of not more than seven days in order that necessary changes and arrangements may be effected. If this paragraph becomes applicable and neither the remaining non-defaulting Underwriters nor the Company purchase or arrange shall make arrangements within the period stated for the purchase of all of the Securities Primary Shares or Over-Allotment Shares that the defaulting Underwriter or Underwriters agreed to which a default relates as provided in this Section 10purchase, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or to the Company, Company and without liability on the part of the Company except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)7. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date 9 shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, way affect the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve liability of any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderarising out of the default.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementto purchase Designated Preferred Securities hereunder, the remaining other Underwriters shall be obligated severally severally, in proportion to take up and pay for (in their respective commitments hereunder, to purchase the respective proportions that the amount of Designated Preferred Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the which such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the non-defaulting Underwriters shall be under no obligation to purchase such Designated Preferred Securities if the aggregate number of Designated Preferred Securities to be purchased by such non-defaulting Underwriters shall exceed 110% of the aggregate underwriting commitments set forth in Schedule I hereto, and provided further, that no non-defaulting Underwriter shall be obligated to purchase Designated Preferred Securities to the extent that the number of such Designated Preferred Securities is more than 110% of such Underwriter's underwriting commitment set forth in Schedule I hereto. In the event that the aggregate amount of non-defaulting Underwriters are not obligated under the above paragraph to purchase the Designated Preferred Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% purchase, the Representatives may in their discretion arrange for one or more of the Firm Securities, the remaining Underwriters shall have the right or for another party or parties to purchase all, but shall not be under any obligation to purchase any, of such Designated Preferred Securities on the Securitiesterms contained herein. If within one Business Day business day after such default relating to more than 10% of the Firm Securities the remaining Underwriters Representatives do not arrange for the purchase of such Designated Preferred Securities, then the Company shall be entitled to a further period of one Business Day business day within which to procure another party or parties reasonably satisfactory to you the Representatives to purchase said Securitiessuch Designated Preferred Securities on such terms. In the event that neither the remaining Underwriters nor Representatives or the Company purchase or do not arrange for the purchase of all of the any Designated Preferred Securities to which a default relates as provided above, this Agreement shall be terminated. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or a part of the Designated Preferred Securities of a defaulting Underwriter or Underwriters as provided in this Section 109, (i) you shall have the right to postpone the Closing Date for a period of not more than five full business days, in order to effect any changes that, in the opinion of counsel for the Underwriters or the Company, may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or agreements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which, in its opinion, may thereby be made necessary and (ii) the respective numbers of Designated Preferred Securities to be purchased by the remaining Underwriters or substituted underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of any liability it may have for damages occasioned by its default hereunder. Any termination of this Agreement will terminate pursuant to this Section 9 shall be without liability to on the part of any non-defaulting Underwriter or the Company, except as provided in for expenses to be paid or reimbursed pursuant to Section 12 (provided that if such default occurs with respect to Option Securities after 5 and except for the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder7.

Default of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase and pay for any of the Securities Firm Shares which it or they have agreed to be purchased by purchase under this Agreement and the Pricing Agreement and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters hereunder and such failure agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance proportion which the number of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities Firm Shares set forth opposite their names its name in Schedule I hereto bears to the aggregate amount number of Securities Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the remaining Underwriters) Representatives may specify in accordance with the Securities that Agreement Among Underwriters to purchase the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting . If any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 10% Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Securities, Shares and arrangements satisfactory to the remaining Underwriters shall have Representatives and the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Company for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day Firm Shares are not made within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 1036 hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company. In any such case which does not result in termination of this Agreement, except as provided in Section 12 (provided that if such default occurs with respect either the Representatives or the Company shall have the right to Option Securities after postpone the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the but in no event of a default by any Underwriter as set forth in this Section 10for longer than seven days, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter Any action taken under this Section. Nothing contained in this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any non-defaulting such default of any such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. If any one or more Underwriters shall fail default in their ----------------------- obligations to purchase Firm Securities or Option Securities hereunder and pay for any the aggregate number of such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the aggregate number of Firm Securities agreed or Option Securities to be purchased by all of the Underwriters at such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementtime hereunder, the remaining other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities 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 Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to take up and pay for (in their respective commitments hereunder to purchase the respective proportions that the amount of Firm Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the or Option Securities that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the . If one or more Underwriters so default with respect to an aggregate amount number of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% is more than ten percent of the aggregate number of Firm Securities or Option Securities, as the remaining Underwriters shall have the right case may be, to purchase all, but shall not be under any obligation to purchase any, purchased by all of the Securities. If Underwriters at such time hereunder, and if arrangements satisfactory to the Representatives are not made within one Business Day 36 hours after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase by other persons (who may include one or more of such Securitiesthe non-defaulting Underwriters, then including the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all Representatives) of the Securities with respect to which a such default relates as provided in this Section 10occurs, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company, except Company other than as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)10 hereof. In the event of a any default by any Underwriter one or more Underwriters as set forth described in this Section 109, the Representatives shall have the right to postpone the Firm Closing Date shall be postponed for such period, not exceeding five Business Daysor the Option Closing Date, as the Representatives shall determine case may be, established as provided in Section 3 hereof for not more than seven business days in order that the required any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Securities or in any other documents or arrangements Option Securities, as the case may be effectedbe. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 9. Nothing contained in this Agreement herein shall relieve any defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for any the number of the Securities which it has agreed to be purchased by purchase and pay for hereunder, and the number of Securities which such defaulting Underwriter or Underwriters hereunder and such failure agreed but failed or refused to purchase shall constitute a default in is not more than one-tenth of the performance number of its or their obligations under this Agreementthe Securities, the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount amounts of Securities set forth opposite their names in Schedule I Exhibit 1 hereto bears bear to the aggregate amount number of Securities set forth opposite the names of all the remaining such non-defaulting Underwriters) , to purchase the Securities that the which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the number of Securities which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 8 by an amount in excess of one-ninth of such number of Securities without the written consent of such Underwriter. In the event of any such purchase, (a) the non-defaulting Underwriters or the Company shall have the right to fix as a postponed Closing Date a date not exceeding four full business days after the date specified in Section 2 and (b) the respective number of Securities to be purchased by the non-defaulting Underwriters shall be taken as the basis of their respective underwriting obligations for all purposes of this Agreement. If any Underwriter or Underwriters shall fail or refuse to purchase Securities and the number of Securities with respect to which such default occurs is more than one-tenth of the number of the Securities then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the event that the aggregate amount of Securities that the which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase shall exceed 10% on the terms set forth herein. In the event of the Firm Securitiesany such termination, the remaining Underwriters shall have the right to purchase all, but Company shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, (except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liabilityextent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Securities without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company and or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more It shall be a condition to the ----------------------- obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall fail to purchase and pay for any of all the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears upon tender to the aggregate amount of Securities set forth opposite the names Representative of all such Shares in accordance with the remaining Underwriters) the Securities that the defaulting terms hereof. If any Underwriter or Underwriters agreed but failed default in their obligations to purchase; provided, however, that in purchase Shares hereunder on either the event that First Closing Date or the Second Closing Date and the aggregate amount number of Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed ten percent (10% %) of the Firm Securitiestotal number of Shares which the Underwriters are obligated to purchase on such Closing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Representative may make arrangements for the purchase of such SecuritiesShares by other persons, then including any of the Company Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be entitled obligated severally, in proportion to a further period their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of one Business Day within Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to procure another party or parties reasonably purchase on such Closing Date, and arrangements satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange Representative for the purchase of all of the Securities to which a default relates as provided in this Section 10such Shares by other persons are not made within thirty-six (36) hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter and the Company except to any non-defaulting Underwriter or the Company, except as extent provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)section 10 hereof. In the event of that Shares to which a default relates are to be purchased by any Underwriter as set forth in this Section 10the nondefaulting Underwriters or by another party or parties, the Representative shall have the right to postpone the First Closing Date shall be postponed for such period, not exceeding five Business Daysor the Second Closing Date, as the Representatives shall determine case may be, for not more than seven (7) business days in order that the required necessary changes in the Registration Statement Statement, Prospectus and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Sectionsection. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for any the principal amount of the Securities [Debt Securities] which it has agreed to be purchased by purchase and pay for hereunder, and the aggregate principal amount of [Debt Securities] which such defaulting Underwriter or Underwriters hereunder and such failure agreed but failed or refused to purchase shall constitute a default in is not more than one-tenth of the performance aggregate principal amount of its or their obligations under this Agreementthe [Debt Securities], the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount amounts of Securities [Debt Securities] set forth opposite their names in Schedule I Exhibit 1 hereto bears bear to the aggregate principal amount of Securities [Debt Securities] set forth opposite the names of all such non-defaulting Underwriters, to purchase the remaining Underwriters) the Securities that the [Debt Securities] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on the terms set forth herein; provided that in no event shall the principal amount of [Debt Securities] which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 7 by an amount in excess of one-ninth of such principal amount of [Debt Securities] without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase [Debt Securities] and the aggregate principal amount of [Debt Securities] with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the [Debt Securities] then the Company shall have the right (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of [Debt Securities] that they had severally agreed to purchase hereunder, as hereinabove provided, howeverand, that in addition, the event that the aggregate principal amount of Securities [Debt Securities] that the defaulting Underwriter or Underwriters agreed but shall have so failed to purchase shall exceed 10% up to a principal amount thereof equal to one-ninth of the Firm respective principal amounts of [Debt Securities] that such non- defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the National Association of Securities Dealers (NASD) (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Securities Exchange Act of 1934 and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase or agree to purchase, upon the terms herein set forth, the principal amount of such [Debt Securities] that such defaulting Underwriter or Underwriters had agreed to purchase, or that portion thereof that the remaining Underwriters shall have the right not be obligated to purchase allpursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, but the Company shall not be under give written notice thereof to the Underwriters within 24 hours (excluding any obligation Saturday, Sunday or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter or Underwriters to purchase anyand pay for its respective principal amount of [Debt Securities], and thereupon the Time of Purchase shall be postponed for a period not to exceed five full business days, as the SecuritiesCompany shall determine. If within one Business Day after such default relating to more than 10% of In the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then event the Company shall be entitled to a further but shall not elect (within the time period of one Business Day within which specified above) to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10exercise its rights under clause (a) and/or (b), then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)shall terminate. In the event of a default by any such termination, the Company shall not be under any liability to any Underwriter as set forth in this Section 10, (except to the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liabilityextent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the [Debt Securities] without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company and or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If on the Closing Date any one Underwriter or more Underwriters hereof shall fail to purchase and pay for any the portion of the Securities agreed to be purchased by Shares which such Underwriter or Underwriters hereunder and such failure hereof has agreed to purchase (otherwise than by reason of any default on the part of the Company), you, as Representatives, shall constitute a default in use your reasonable efforts to procure within 36 hours thereafter one or more of the performance of its other Underwriters, or their obligations under this Agreementany others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the remaining Underwriters shall be obligated severally to take up and pay for (in Shares, as the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that case may be, which the defaulting Underwriter or Underwriters agreed but hereof failed to purchase; provided. If, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but Representatives shall not be under any obligation to purchase any, of the Securities. If have completed such arrangements within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities36-hour period, then the Company shall be entitled to a further period of one Business Day 36 hours within which to procure another party or other parties reasonably satisfactory to you the Underwriters to purchase said Securitiessuch Shares on such terms. In the event that neither the remaining Underwriters nor the Company purchase or arrange After giving effect to any arrangements for the purchase of all the Shares of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided above, if during such period the Representatives or the Company shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate principal amount of Shares with respect to which such default shall occur does not exceed one-eleventh of the Securities aggregate principal amount of all Shares covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective principal amount of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate principal amount of Shares with respect to which a such default relates as provided in this Section 10shall occur exceeds one-eleventh of the principal amounts of Shares covered hereby, the Company or the Representatives will have the right to terminate this Agreement will terminate without liability to any on the part of the non-defaulting Underwriter Underwriters or of the Company, Company except as to the extent provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date shall may be postponed for such period, not exceeding five Business Daysseven days, as you, as the Representatives shall Representatives, or the Company may determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the The term “Underwriter” includes any person substituted for an Underwriter a defaulting Underwriter. Any action taken under this Section. Nothing contained in this Agreement Section shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any non-defaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. If any one or more Underwriters shall fail default in their obligations to purchase Firm Securities or Option Securities hereunder and pay for any the aggregate number of such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the aggregate number of Firm Securities agreed or Option Securities to be purchased by all of the Underwriters at such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementtime hereunder, the remaining other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities 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 Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to take up and pay for (in their respective commitments hereunder to purchase the respective proportions that the amount of Firm Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the or Option Securities that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the . If one or more Underwriters so default with respect to an aggregate amount number of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% is more than ten percent of the aggregate number of Firm Securities or Option Securities, as the remaining Underwriters shall have the right case may be, to purchase all, but shall not be under any obligation to purchase any, purchased by all of the Securities. If Underwriters at such time hereunder, and if arrangements satisfactory to the Representatives are not made within one Business Day 36 hours after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase by other persons (who may include one or more of such Securitiesthe non-defaulting Underwriters, then including the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all Representatives) of the Securities with respect to which a such default relates as provided in this Section 10occurs, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company, except Company or the Operating Partnership other than as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)10 hereof. In the event of a any default by any Underwriter one or more Underwriters as set forth described in this Section 109, the Representatives shall have the right to postpone the Firm Closing Date shall be postponed for such period, not exceeding five Business Daysor the Option Closing Date, as the Representatives shall determine case may be, established as provided in Section 3 hereof for not more than seven business days in order that the required any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Securities or in any other documents or arrangements Option Securities, as the case may be effectedbe. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 9. Nothing contained in this Agreement herein shall relieve any defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. (a) If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of on its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase anyUS Notes which it has agreed to purchase hereunder, of the Securitiesnon-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such US Notes on the terms contained herein. If within one Business Day thirty-six hours after such default relating to more than 10% of by any Underwriter, the Firm Securities the remaining non-defaulting Underwriters do not arrange for the purchase of such SecuritiesUS Notes, then the Company NRPLC shall be entitled to a further period of one Business Day thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the non-defaulting Underwriters to purchase said Securitiessuch US Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that neither the remaining non-defaulting Underwriters nor the Company purchase or arrange have so arranged for the purchase of all such US Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such US Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Securities US Notes. Any substitute purchaser of US Notes pursuant to which this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the US Notes. (b) If, after giving effect to any arrangements for the purchase of US Notes of a default relates defaulting Underwriter by the non-defaulting Underwriters, as provided in this Section 10Clause 3.1(a) above, this Agreement will terminate without liability the aggregate principal amount of the US Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the US Notes, NRPLC shall have the right to any require each non-defaulting Underwriter or to purchase the Companyprincipal amount of the US Notes which such Underwriter agreed to purchase hereunder and, except as provided in Section 12 (provided that if such default occurs with respect addition to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the US Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the US Notes of such defaulting Underwriter for damages occasioned 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 principal amount of the US Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1 (a) above, the aggregate principal amount of the US Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the US Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the US Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters shall fail default in their obligations to purchase Firm Securities or Option Securities hereunder and pay for any the aggregate number of such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the aggregate number of Firm Securities agreed or Option Securities to be purchased by all of the Underwriters at such Underwriter time hereunder, then the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Securities by other persons (who may include one or Underwriters hereunder and more of the non-defaulting Underwriters, including the Representative), but if no such failure to purchase shall constitute a default in arrangements are made by the performance of its Firm Closing Date or their obligations under this Agreementthe related Option Closing Date, as the case may be, the remaining other Underwriters shall be obligated severally in proportion to take up and pay for (in their respective commitments hereunder to purchase the respective proportions that the amount of Firm Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the or Option Securities that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the . If one or more Underwriters so default with respect to an aggregate amount number of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% is more than ten percent of the aggregate number of Firm Securities or Option Securities, as the remaining Underwriters shall have the right case may be, to purchase all, but shall not be under any obligation to purchase any, purchased by all of the Securities. If Underwriters at such time hereunder, and if arrangements satisfactory to the Representative are not made within one Business Day 36 hours after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase by other persons (who may include one or more of such Securitiesthe non-defaulting Underwriters, then including the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all Representative) of the Securities with respect to which a such default relates as provided in this Section 10occurs, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company, except Company other than as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)10 hereof. In the event of a any default by any Underwriter one or more Underwriters as set forth described in this Section 109, the Representative shall have the right to postpone the Firm Closing Date shall be postponed for such period, not exceeding five Business Daysor the Option Closing Date, as the Representatives shall determine case may be, established as provided in Section 3 hereof for not more than seven business days in order that the required any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Securities or in any other documents or arrangements Option Securities, as the case may be effectedbe. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 9. Nothing contained in this Agreement herein shall relieve any defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. (a) If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase anythe Shares that it has agreed to purchase hereunder at a Time of Delivery, of you may in your discretion arrange for you or another party or other parties to purchase such Shares on the Securitiesterms contained herein. If within one Business Day 36 hours after such default relating to more than 10% of the Firm Securities the remaining Underwriters by any Underwriter you do not arrange for the purchase of such SecuritiesShares, then the Company and the Selling Stockholders shall be entitled to a further period of one Business Day 36 hours within which to procure another party or other parties reasonably satisfactory to you to purchase said Securitiessuch Shares on such terms. In the event that neither that, within the remaining Underwriters nor respective prescribed periods, you notify the Company purchase or arrange and the Selling Stockholders that you have so arranged for the purchase of such Shares, or the Company and the Selling Stockholders notify you that they have so arranged for the purchase of such Shares, you or the Company and the Selling Stockholders 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, exercised in consultation with Hunton & Xxxxxxxx LLP, 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 or Underwriters by you and the Company and the Selling Stockholders 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 of the Securities Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that 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 or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a default relates 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 and the Company and the Selling Stockholders as provided in this Section 10subsection (a) above, the aggregate number of such Shares that remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at such Time of Delivery, or if the Company and the Selling Stockholders shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement will terminate (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company and the Selling Stockholders to sell the Optional Shares) shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the CompanyCompany and the Selling Stockholders, except for the expenses to be borne by the Company and the Selling Stockholders and the Underwriters as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement 6 hereof and the Prospectus or indemnity and contribution agreements in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement Section 8 hereof; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated obliged severally to take up and pay for (in the proportion to their respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriterscommitments hereunder) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm aggregate amount of Securities, and arrangements satisfactory to the remaining Underwriters shall have and the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Province for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day Securities are not made within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 1048 hours after such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyProvince, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)13. In the event of a default by any Underwriter as set forth in this Section 1011, which shall not cause this Agreement to be terminated, either the Province or the Representatives shall have the right to postpone the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Province and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more Underwriters Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for any the principal amount of the Securities [Debt Securities] which it has agreed to be purchased by purchase and pay for hereunder, and the aggregate principal amount of [Debt Securities] which such defaulting Underwriter or Underwriters hereunder and such failure agreed but failed or refused to purchase shall constitute a default in is not more than one-tenth of the performance aggregate principal amount of its or their obligations under this Agreementthe [Debt Securities], the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount amounts of Securities [Debt Securities] set forth opposite their names in Schedule I Exhibit 1 hereto bears bear to the aggregate principal amount of Securities [Debt Securities] set forth opposite the names of all such non-defaulting Underwriters, to purchase the remaining Underwriters) the Securities that the [Debt Securities] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on the terms set forth herein; provided that in no event shall the principal amount of [Debt Securities] which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 7 by an amount in excess of one-ninth of such principal amount of [Debt Securities] without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase [Debt Securities] and the aggregate principal amount of [Debt Securities] with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the [Debt Securities] then the Company shall have the right (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of [Debt Securities] that they had severally agreed to purchase hereunder, as hereinabove provided, howeverand, that in addition, the event that the aggregate principal amount of Securities [Debt Securities] that the defaulting Underwriter or Underwriters agreed but shall have so failed to purchase shall exceed 10% up to a principal amount thereof equal to one-ninth of the Firm respective principal amounts of [Debt Securities] that such non- defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the National Association of Securities Dealers (NASD) (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Securities Exchange Act of 1934 and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase or agree to purchase, upon the terms herein set forth, the principal amount of such [Debt Securities] that such defaulting Underwriter or Underwriters had agreed to purchase, or that portion thereof that the remaining Underwriters shall have the right not be obligated to purchase allpursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, but the Company shall not be under give written notice thereof to the Underwriters within 24 hours (excluding any obligation Saturday, Sunday or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter or Underwriters to purchase anyand pay for its respective principal amount of [Debt Securities], and thereupon the Time of Purchase shall be postponed for a period not to exceed five full business days, as the SecuritiesCompany shall determine. If within one Business Day after such default relating to more than 10% of In the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then event the Company shall be entitled to a further but shall not elect (within the time period of one Business Day within which specified above) to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10exercise its rights under clause (a) and/or (b), then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)shall terminate. In the event of a default by any such termination, the Company shall not be under any liability to any Underwriter as set forth in this Section 10, (except to the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liabilityextent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the [Debt Securities] without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company and or any other Underwriter. Nothing herein contained shall release any defaulting Under- writer from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure default in their obligations to purchase shall constitute a default in the performance of its or their obligations Shares under this Agreement, Agreement on the remaining Underwriters shall be obligated severally to take up Closing Date and pay for (in the respective proportions that the amount number of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the Firm Securitiestotal number of the Shares to be purchased on such date, the remaining Underwriters shall have Representatives may make arrangements satisfactory to the right to purchase allCompany, but shall not be under any obligation to purchase any, of Arconic and the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Selling Stockholders for the purchase of such SecuritiesShares by other persons, then including any of the Company Underwriters, but if no such arrangements are made by the Closing Date, as the case may be, the non-defaulting Underwriters shall be entitled obligated severally, in proportion to a further period their respective commitments under this Agreement, to purchase the Shares that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the number of one Business Day within the Shares with respect to which such default or defaults occur exceeds 10% of the total number of the Shares to procure another party or parties reasonably be purchased on such date and arrangements satisfactory to you to purchase said Securities. In the event that neither Representatives, the remaining Underwriters nor Company, Arconic and the Company purchase or arrange Selling Stockholders for the purchase of all of the Securities to which a default relates as provided in this Section 10such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or Underwriter, the Company, Arconic or any Selling Stockholder, except as provided in Section 12 (provided that 12. In all other cases, unless otherwise specified in this Agreement, if any Underwriter or Underwriters default in their obligations to purchase Shares under the terms of this Agreement and arrangements satisfactory to the Representatives, the Company, Arconic or the Selling Stockholders for the purchase of such default occurs with respect to Option Securities Shares by other persons are not made within 36 hours after the Closing Datesuch default, this Agreement will not terminate as to without liability on the Firm Securities part of any non-defaulting Underwriter, the Company, Arconic or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter Selling Stockholder, except as set forth provided in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected12. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more It shall be a condition to the Agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall fail to purchase and pay for any of the Securities all Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears upon tender to the aggregate amount of Securities set forth opposite the names Representative of all such Shares in accordance with the remaining Underwriters) the Securities that the defaulting terms hereof. If any Underwriter or Underwriters agreed but failed default in their obligations to purchase; provided, however, that in purchase Shares hereunder on the event that First Closing Date and the aggregate amount number of Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% 10 percent of the Firm Securitiestotal number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the remaining nondefaulting Underwriters shall have may make arrangements satisfactory to the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Company for the purchase of such SecuritiesShares by other persons, then including any of the Underwriters, but if no such arrangements are made by such date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the nondefaulting Underwriters and the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting nondefaulting Underwriter or the Company, except as for the expenses to be paid by the Company pursuant to Section 6 hereof and except to the extent provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)10 hereof. In the event of that Shares to which a default relates are to be purchased by any Underwriter as set forth in this Section 10the nondefaulting Underwriters or by another party or parties, the nondefaulting Underwriters or the Company shall have the right to postpone the First Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine more than seven business days in order that the required necessary changes in the Registration Statement Statement, Prospectus and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for any the number of the Securities which it has agreed to be purchased by purchase and pay for hereunder, and the aggregate number of Securities which such defaulting Underwriter or Underwriters hereunder and such failure agreed but failed or refused to purchase shall constitute a default in is not more than one-tenth of the performance aggregate number of its or their obligations under this Agreementthe Securities, the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount amounts of Securities set forth opposite their names in Schedule I Exhibit 1 hereto bears bear to the aggregate amount number of Securities set forth opposite the names of all the remaining such non-defaulting Underwriters) , to purchase the Securities that the which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the number of Securities which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Securities without the written consent of such Underwriter. In the event of any such purchase, (a) the non-defaulting Underwriters or the Company shall have the right to fix as a postponed Closing Time a date not exceeding four full business days after the date specified in Section 2 and (b) the respective number of Securities to be purchased by the non-defaulting Underwriters shall be taken as the basis of their respective underwriting obligations for all purposes of this Agreement. If any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs is more than one-tenth of the aggregate number of the Securities then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the event that the aggregate amount of Securities that the which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase shall exceed 10% on the terms set forth herein. In the event of the Firm Securitiesany such termination, the remaining Underwriters shall have the right to purchase all, but Company shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, (except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liabilityextent, if any, provided in Section 4(i) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Securities without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company and or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a ----------------------- default in the performance of its or their obligations under this Agreementto purchase Designated Preferred Securities hereunder, the remaining other Underwriters shall be obligated severally severally, in proportion to take up and pay for (in their respective commitments hereunder, to purchase the respective proportions that the amount of Designated Preferred Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the which such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the ----------------- non-defaulting Underwriters shall be under no obligation to purchase such Designated Preferred Securities if the aggregate number of Designated Preferred Securities to be purchased by such non-defaulting Underwriters shall exceed 110% of the aggregate underwriting commitments set forth in Schedule I hereto, and provided further, that no non-defaulting Underwriter ---------- ---------------- shall be obligated to purchase Designated Preferred Securities to the extent that the number of such Designated Preferred Securities is more than 110% of such Underwriter's underwriting commitment set forth in Schedule I hereto. ---------- In the event that the aggregate amount of non-defaulting Underwriters are not obligated under the above paragraph to purchase the Designated Preferred Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% purchase, the Representative may in its discretion arrange for one or more of the Firm Securities, the remaining Underwriters shall have the right or for another party or parties to purchase all, but shall not be under any obligation to purchase any, of such Designated Preferred Securities on the Securitiesterms contained herein. If within one Business Day business day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do Representative does not arrange for the purchase of such Designated Preferred Securities, then the Company shall be entitled to a further period of one Business Day business day within which to procure another party or parties reasonably satisfactory to you the Representative to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the such Designated Preferred Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if on such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderterms.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementto purchase Designated Preferred Securities hereunder, the remaining other Underwriters shall be obligated severally severally, in proportion to take up and pay for (in their respective commitments hereunder, to purchase the respective proportions that the amount of Designated Preferred Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the which such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the non-defaulting Underwriters shall be under no obligation to purchase that portion of such Designated Preferred Securities to the extent that the aggregate number of Designated Preferred Securities to be purchased by such non-defaulting Underwriters shall exceed 110% of the aggregate underwriting commitments with respect to such non-defaulting Underwriters as set forth in Schedule I hereto, and provided further, that no non-defaulting Underwriter shall be obligated to purchase Designated Preferred Securities to the extent that the number of such Designated Preferred Securities is more than 110% of such Underwriter's underwriting commitment set forth in Schedule I hereto. In the event that the aggregate amount of non-defaulting Underwriters are not obligated under the above paragraph to purchase the Designated Preferred Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% purchase, the Representatives may in their discretion arrange for one or more of the Firm Securities, the remaining Underwriters shall have the right or for another party or parties to purchase all, but shall not be under any obligation to purchase any, of such Designated Preferred Securities on the Securitiesterms contained herein. If within one Business Day business day after such default relating to more than 10% of the Firm Securities the remaining Underwriters Representatives do not arrange for the purchase of such Designated Preferred Securities, then the Company shall be entitled to a further period of one Business Day business day within which to procure another party or parties reasonably satisfactory to you the Representatives to purchase said Securitiessuch Designated Preferred Securities on such terms. In the event that neither the remaining Underwriters nor Representatives or the Company purchase or do not arrange for the purchase of all of the any Designated Preferred Securities to which a default relates as provided above, this Agreement shall be terminated. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or a part of the Designated Preferred Securities of a defaulting Underwriter or Underwriters as provided in this Section 109, (i) you shall have the right to postpone the Closing Date for a period of not more than five full business days, in order to effect any changes that, in the opinion of counsel for the Underwriters or the Company, may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or agreements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which, in its opinion, may thereby be made necessary and (ii) the respective numbers of Designated Preferred Securities to be purchased by the remaining Underwriters or substituted underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of any liability it may have for damages occasioned by its default hereunder. Any termination of this Agreement will terminate pursuant to this Section 9 shall be without liability to on the part of any non-defaulting Underwriter or the Company, except as provided in for expenses to be paid or reimbursed pursuant to Section 12 (provided that if such default occurs with respect to Option Securities after 5 and except for the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder7.

Default of Underwriters. (a) If any one or more Underwriters shall fail Underwriter defaults in its obligation to purchase and pay Shares at a Time of Delivery, the Representatives may in their discretion arrange for any of the Securities agreed to be purchased by such Underwriter Underwriters or Underwriters hereunder and such failure another party or other parties to purchase shall constitute a such Shares on the terms contained herein within thirty-six (36) hours after such default in by any Underwriter. In the performance of its or their obligations under this Agreementevent that, within the respective prescribed period, the remaining Underwriters shall be obligated severally to take up and pay Representatives notify the Company that they have so arranged for (in the respective proportions that the amount purchase of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securitiessuch Shares, the remaining Underwriters Representatives shall have the right to purchase all, but shall postpone a Time of Delivery for a period of not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 seven (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine 7) days in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus Prospectus, or in any other documents or arrangements arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus that in the Representatives’ opinion may thereby be effectedmade necessary. As used in this AgreementThe cost of preparing, printing and filing any such amendments shall be paid for by the Underwriters. The term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained as used in this Agreement shall relieve 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 of its liabilityor Underwriters by the Representatives as provided in subsection (a) above, if any, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh (1/11) of the aggregate number of Shares to be purchased at such Time of Delivery, then the Company and any 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 or Underwriters for damages occasioned by its default hereunderwhich such arrangements have not been made.

Default of Underwriters. If any one Underwriter or more Underwriters shall fail default in their obligations to purchase Securities hereunder on either the Closing Date and pay the aggregate number of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Securities offered that the Underwriters are obligated to purchase on the Closing Date, the non-defaulting Underwriters may make arrangements satisfactory to the Issuers for the purchase of such Securities by other persons, including any of the Securities agreed to be purchased non-defaulting Underwriters, but if no such arrangements are made by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementClosing Date, the remaining other Underwriters shall be obligated obligated, severally to take up and pay for (in the proportion which their respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears commitments hereunder bear to the aggregate amount total commitment of Securities set forth opposite the names of all the remaining non-defaulting Underwriters) , to purchase the Securities that the which such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither any Underwriter or Underwriters default in their obligations to purchase Securities hereunder, the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities Issuers may by prompt written notice to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, Underwriters postpone the Closing Date shall be postponed for such period, a period of not exceeding five Business Days, as the Representatives shall determine more than seven full business days in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus or in any other documents documents, and the Issuers will promptly file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements may satisfactory to the Representatives, the Company and PPL Capital Funding for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 6(j), 9, 11 and 13 shall at all times be effectedeffective and shall survive such termination. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall herein will relieve any defaulting an Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If (a) If, on any one or more Underwriters shall fail Closing Date, any Underwriter defaults in its obligations to purchase and pay for any of the Offered Securities that it has agreed to be purchased purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Offered Securities by such Underwriter the non-defaulting Underwriters or Underwriters hereunder and such failure other persons satisfactory to purchase shall constitute a default the Company on the terms contained in the performance of its or their obligations under this Agreement. If, within 36 hours after any such default by any Underwriter, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Offered Securities, then the Company shall be entitled to a further period of one Business Day 36 hours within which to procure another party or parties reasonably other persons satisfactory to you the non-defaulting Underwriters to purchase said Securitiessuch Offered Securities on such terms. In the event that neither within the remaining respective prescribed periods, the non-defaulting Underwriters nor notify the Company purchase or arrange that they have so arranged for the purchase of all of such Offered Securities, or the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any Company notifies the non-defaulting Underwriter Underwriters that it has so arranged for the purchase of such Offered Securities, either the non-defaulting Underwriters or the CompanyCompany may postpone such Closing Date for up to seven full business days in order to effect any changes that, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Dateopinion of counsel for the Company or counsel for the Underwriters, this Agreement will not terminate as to may be necessary in the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10Statutory Prospectus, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents document or arrangements may be effectedarrangement, and the Company agrees to promptly prepare any amendment or supplement to the Statutory Prospectus or the Final Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes includes, for all purposes of this Agreement unless the context requires otherwise, any person substituted party not listed in Schedule A hereto that, pursuant to this Section 8, purchases Offered Securities that a defaulting Underwriter agreed, but subsequently failed, to purchase. (b) If, after giving effect to any arrangements for an the purchase of the Offered Securities of a defaulting Underwriter under this Section. Nothing contained or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 8(a), the aggregate number of Offered Securities that remains unpurchased on such Closing Date does not exceed one-eleventh of the aggregate number of Offered Securities to be purchased on such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Offered Securities that such Underwriter agreed to purchase hereunder on such Closing Date plus such Underwriter’s pro rata share (based on the number of Offered Securities that such Underwriter agreed to purchase hereunder) of the Offered Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided, however, that no non-defaulting Underwriter shall be obligated to purchase more than 110% of the number of Offered Securities that it agreed to purchase on such Closing Date, pursuant to the terms of Section 3 hereof. (c) If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 8(a), the aggregate number of such Offered Securities that remains unpurchased exceeds one-eleventh of the aggregate number of Offered Securities to be purchased on such Closing Date, or if the Company shall not exercise the right described in Section 8(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 8 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 5(j) and 10 and except that the provisions of Section 7 shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter of its liability, if any, any liability it may have to the Company and or any non-defaulting Underwriter for damages occasioned caused by its default hereundersuch Underwriter’s default.

Default of Underwriters. If any one or more Underwriters shall fail at the Closing Date or a settlement date to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementAgreement(the “Defaulted Securities”), the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 109, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 11 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 109, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 9. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Base Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Base Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Over-Allotment Securities after the Closing Date, this Agreement will not terminate as to the Firm Base Securities or any Option Over-Allotment Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. (a) If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase anythe Securities which it has agreed to purchase hereunder, of the Securitiesnon-defaulting Underwriter may in its discretion arrange for it or another party or other parties to purchase such Securities on the terms contained herein. If within one Business Day thirty-six hours after such default relating to more than 10% of by any Underwriter the Firm Securities the remaining Underwriters do non-defaulting Underwriter does not arrange for the purchase of such Securities, then the Company Republic shall be entitled to a further period of one Business Day thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the non-defaulting Underwriter to purchase said Securitiessuch Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriter notifies the Republic that neither the remaining Underwriters nor the Company purchase or arrange it has so arranged for the purchase of all such Securities, or the Republic notifies it that the Republic has so arranged for the purchase of such Securities, the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyRepublic shall have the right to postpone the Time of Delivery for a period of not more than seven days, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus Prospectus, or in any other documents or arrangements arrangements, and the Republic agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the non-defaulting Underwriter’s opinion may thereby be effectedmade necessary. As used in this Agreement, the The term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained as used in this Agreement shall relieve include any person substituted under this Section 9 with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter of its liability, if any, to by the Company and any non-defaulting Underwriter and the Republic as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Republic shall have the right to require the non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require the non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter for damages occasioned 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 Securities of a defaulting Underwriter by the non-defaulting Underwriter and the Republic as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Republic shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Securities of the defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriter or the Republic, except for the expenses to be borne by the Republic and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for any the principal amount of the Securities [Unsecured Notes] which it has agreed to be purchased by purchase and pay for hereunder, and the aggregate principal amount of [Unsecured Notes] which such defaulting Underwriter or Underwriters hereunder and such failure agreed but failed or refused to purchase shall constitute a default in is not more than one-tenth of the performance aggregate principal amount of its or their obligations under this Agreementthe [Unsecured Notes], the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount amounts of Securities [Unsecured Notes] set forth opposite their names in Schedule I Exhibit 1 hereto bears bear to the aggregate principal amount of Securities [Unsecured Notes] set forth opposite the names of all such non-defaulting Underwriters, to purchase the remaining Underwriters) the Securities that the [Unsecured Notes] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on the terms set forth herein; provided that in no event shall the principal amount of [Unsecured Notes] which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 7 by an amount in excess of one-ninth of such principal amount of [Unsecured Notes] without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase [Unsecured Notes] and the aggregate principal amount of [Unsecured Notes] with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the [Unsecured Notes] then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the event that the aggregate amount of Securities that the [Unsecured Notes] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase shall exceed 10% on the terms set forth herein. In the event of the Firm Securitiesany such termination, the remaining Underwriters shall have the right to purchase all, but Company shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, (except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liabilityextent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the [Unsecured Notes] without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company and or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated obliged severally to take up and pay for (in the proportion to their respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriterscommitments hereunder) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, aggregate amount of the Securities and arrangements satisfactory to the remaining Underwriters shall have and the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Province for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day Securities are not made within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 1048 hours after such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyProvince, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)13. In the event of a default by any Underwriter as set forth in this Section 1011, which shall not cause this Agreement to be terminated, either the Province or the Underwriters shall have the right to postpone the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Province and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If on the Closing Date any one Underwriter or more Underwriters hereof shall fail to purchase and pay for any the portion of the Offered Securities agreed to be purchased by which such Underwriter or Underwriters hereunder and such failure hereof has agreed to purchase (otherwise than by reason of any default on the part of the Company or the Guarantors), you, as Representatives, shall constitute a default in use your reasonable efforts to procure within 36 hours thereafter one or more of the performance of its other Underwriters, or their obligations under this Agreementany others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the remaining Underwriters shall be obligated severally to take up and pay for (in Offered Securities, as the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that case may be, which the defaulting Underwriter or Underwriters agreed but hereof failed to purchase; provided. If, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but Representatives shall not be under any obligation to purchase any, of the Securities. If have completed such arrangements within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities36-hour period, then the Company shall be entitled to a further period of one Business Day 36 hours within which to procure another party or other parties reasonably satisfactory to you the Underwriters to purchase said Securitiessuch Offered Securities on such terms. In the event that neither the remaining Underwriters nor the Company purchase or arrange After giving effect to any arrangements for the purchase of all the Offered Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided above, if during such period the Representatives or the Company shall not have procured such other Underwriters, or any others, to purchase the Offered Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate principal amount of Offered Securities with respect to which such default shall occur does not exceed 10% of the aggregate principal amount of all Offered Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective principal amount of Offered Securities which they are obligated to purchase hereunder, to purchase the Offered Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate principal amount of Offered Securities with respect to which a such default relates as provided in this Section shall occur exceeds 10% of the principal amounts of Offered Securities covered hereby, the Company or the Representatives will have the right to terminate this Agreement will terminate without liability to any on the part of the non-defaulting Underwriter Underwriters or of the Company, Company except as to the extent provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date shall may be postponed for such period, not exceeding five Business Daysseven days, as you, as the Representatives shall Representatives, or the Company may determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the The term “Underwriter” includes any person substituted for an Underwriter a defaulting Underwriter. Any action taken under this Section. Nothing contained in this Agreement Section shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any non-defaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase anythe number of Trust Preferred Securities that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for such non- defaulting Underwriters or another party or other parties to purchase such number of Trust Preferred Securities on the Securitiesterms contained herein. If within one Business Day twenty-four hours after such default relating to more than 10% of the Firm Securities the remaining by any Underwriter such non-defaulting Underwriters do not arrange for the purchase of such number of Trust Preferred Securities, then the Company Offerors shall be entitled to a further period of one Business Day twenty- four hours within which to to, but shall not be required to, procure another party or other parties reasonably satisfactory to you such non-defaulting Underwriters to purchase said Securitiessuch Securities on such terms. In the event that, within the respective periods prescribed above, such non-defaulting Underwriters notify the Offerors that neither the remaining Underwriters nor the Company purchase or arrange they have so arranged for the purchase of all such number of Trust Preferred Securities, or the Securities to which a default relates as provided in this Section 10Offerors notify the Underwriters that they have so arranged for the purchase of such number of Trust Preferred Securities, this Agreement will terminate without liability to any then such non-defaulting Underwriter Underwriters or the Company, except as provided in Section 12 (provided that if such default occurs with respect Offerors shall have the right to Option Securities after postpone the Closing Date, this Agreement will for a period of not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10more than five business days, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus Prospectus, or in any other documents or arrangements, and the Companies and the Trust agree to file promptly any amendments to the Registration Statement or the Prospectus that in the opinion of such non-defaulting Underwriters may thereby be made necessary. (b) If, after giving effect to any arrangements may be effected. As used in this Agreement, for the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any purchase of Trust Preferred Securities of a defaulting Underwriter of its liability, if any, to or Underwriters by the Company and any non-defaulting Underwriter or Underwriters and the Offerors as provided in Section 11(a) hereof, the aggregate number of Trust Preferred Securities that remains unpurchased does not exceed one-eleventh of the aggregate number of all the Trust Preferred Securities to be purchased hereunder, then the Offerors shall have the right to require each non-defaulting Underwriter to purchase the number of Trust Preferred Securities that such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Trust Preferred Securities that such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for damages occasioned 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 Trust Preferred Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriter or Underwriters and the Offerors as provided in Section 11(a) hereof, the aggregate number of Trust Preferred Securities that remains unpurchased exceeds one-eleventh of the aggregate number of all the Trust Preferred Securities to be purchased hereunder, or if the Offerors do not exercise the right provided in Section 11(b) hereof to require such non- defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Underwriting Agreement shall thereupon terminate, without liability on the part of any such non-defaulting Underwriter or either of the Offerors, except for the indemnity agreements in Section 9 hereof, but nothing herein shall relieve a defaulting Underwriter from liability for its default hereunderdefault.

Default of Underwriters. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase anyShares at a Time of Delivery, of you may in your discretion arrange for you or another party or other parties to purchase such Shares on the Securitiesterms contained herein. If within one Business Day thirty-six (36) hours after such default relating to more than 10% of the Firm Securities the remaining Underwriters by any Underwriter you do not arrange for the purchase of such SecuritiesShares, then the Company and the Selling Shareholders shall be entitled to a further period of one Business Day thirty-six (36) hours within which to procure another party or other parties reasonably satisfactory to you to purchase said Securitiessuch Shares on such terms. In the event that neither that, within the remaining Underwriters nor respective prescribed periods, you notify the Company purchase or arrange and the Selling Shareholders that you have so arranged for the purchase of all of the Securities to which a default relates as provided in this Section 10such Shares, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyCompany and the Selling Shareholders notify you that they have so arranged for the purchase of such Shares, except as provided in Section 12 (provided that if you or the Company and the Selling Shareholders shall have the right to postpone a Time of Delivery for a period of not more than seven days or such default occurs with respect longer period agreed to Option Securities after by you and the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine Company in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus Prospectus, or in any other documents or arrangements arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus that in your opinion may thereby be effectedmade necessary. As The cost of preparing, printing and filing any such amendments shall be paid for by the Underwriters. The term "Underwriter" as used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve 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 of its liability, if any, to or Underwriters by you and the Company and any the Selling Shareholders 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 Shares to be purchased at such Time of Delivery, then the Company and the Selling Shareholders 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 or Underwriters for damages occasioned by which such arrangements have not been made, but nothing herein shall relieve a defaulting Underwriter from liability for its default hereunderdefault.

Default of Underwriters. If any one Underwriter or more Underwriters shall fail default in their obligations to purchase Securities hereunder on either the Closing Date or any Option Closing Date and pay the aggregate number of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Securities offered that the Underwriters are obligated to purchase on the Closing Date or any Option Closing Date, as applicable, the non-defaulting Underwriters may make arrangements satisfactory to the Company and the Forward Counterparties for the purchase of such Securities by other persons, including any of the Securities agreed to be purchased non-defaulting Underwriters, but if no such arrangements are made by such Underwriter the Closing Date or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementany Option Closing Date, as applicable, the remaining other Underwriters shall be obligated obligated, severally to take up and pay for (in the proportion which their respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears commitments hereunder bear to the aggregate amount total commitment of Securities set forth opposite the names of all the remaining non-defaulting Underwriters) , to purchase the Securities that the which such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining any Underwriter or Underwriters nor default in their obligations to purchase Securities hereunder, the Company purchase or arrange for and the purchase of all of the Securities Forward Counterparties may by prompt written notice to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, Underwriters postpone the Closing Date shall be postponed or the relevant Option Closing Date for such period, a period of not exceeding five Business Days, as the Representatives shall determine more than seven full business days in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus or in any other documents documents, and the Company and the Forward Counterparties will promptly file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary. If, on the Closing Date or the relevant Option Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements may satisfactory to the Representatives, the Forward Counterparties and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 5(e), 8, 10 and 12 shall at all times be effectedeffective and shall survive such termination. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall herein will relieve any defaulting an Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay the Notes which it has agreed to purchase hereunder, the Representatives may in their discretion arrange for any of the Securities agreed to be purchased by such Underwriter Representatives or Underwriters hereunder and such failure another party or other parties to purchase shall constitute a default in such Notes on the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securitiesterms contained herein. If within one Business Day thirty-six hours after such default relating to more than 10% of by any Underwriter the Firm Securities the remaining Underwriters Representatives do not arrange for the purchase of such SecuritiesNotes, then the Company shall be entitled to a further period of one Business Day thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the Representatives to purchase said Securitiessuch Notes on such terms. In the event that neither that, within the remaining Underwriters nor respective prescribed periods, the Representatives notify the Company purchase or arrange that they have so arranged for the purchase of all such Notes, or the Company notifies the Representatives that it has so arranged for the purchase of such Notes, the Representatives or the Company shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Final Prospectus, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments or supplements to the Final Prospectus which in the opinion of the Securities Representatives 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 which this Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for the purchase of the Notes of a default relates defaulting Underwriter or Underwriters by the Representatives and the Company as provided in this Section 10subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Notes which such Underwriter agreed to purchase hereunder) of the 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 Notes of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Notes of a defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to 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 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement 5(h) hereof and the Prospectus or indemnity and contribution agreements in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement Section 8 hereof; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for any the principal amount of the Securities [Debt Securities] which it has agreed to be purchased by purchase and pay for hereunder, and the aggregate principal amount of [Debt Securities] which such defaulting Underwriter or Underwriters hereunder and such failure agreed but failed or refused to purchase shall constitute a default in is not more than one-tenth of the performance aggregate principal amount of its or their obligations under this Agreementthe [Debt Securities], the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount amounts of Securities [Debt Securities] set forth opposite their names in Schedule I Exhibit 1 hereto bears bear to the aggregate principal amount of Securities [Debt Securities] set forth opposite the names of all such non-defaulting Underwriters, to purchase the remaining Underwriters) the Securities that the [Debt Securities] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on the terms set forth herein; provided that in no event shall the principal amount of [Debt Securities] which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 7 by an amount in excess of one-ninth of such principal amount of [Debt Securities] without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase [Debt Securities] and the aggregate principal amount of [Debt Securities] with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the [Debt Securities] then this Agreement shall terminate without liability on the part of any defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the event that the aggregate amount of Securities that the [Debt Securities] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase shall exceed 10% of on the Firm Securities, terms set forth herein. In the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then event the Company shall be entitled to a further but shall not elect (within the time period of one Business Day within which specified above) to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10exercise its rights under clause (a) and/or (b), then this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)shall terminate. In the event of a default by any such termination, the Company shall not be under any liability to any Underwriter as set forth in this Section 10, (except to the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liabilityextent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the [Debt Securities] without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company and or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall fail to purchase and pay for any of the Securities all Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears upon tender to the aggregate amount of Securities set forth opposite the names Representative of all such Shares in accordance with the remaining Underwriters) the Securities that the defaulting terms hereof. If any Underwriter or Underwriters agreed but failed default in their obligations to purchase; provided, however, that in purchase Shares hereunder on the event that First Closing Date and the aggregate amount number of Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% 10 percent of the Firm Securitiestotal number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the remaining Underwriters shall have Representative may make arrangements satisfactory to the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Company for the purchase of such SecuritiesShares by other persons, then including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representative and the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting nondefaulting Underwriter or the Company, except as for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)11 hereof. In the event of that Shares to which a default relates are to be purchased by any Underwriter as set forth in this Section 10the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine more than seven business days in order that the required necessary changes in the Registration Statement and Statement, the Prospectus or in and any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 12. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more of the Underwriters shall fail (other than for a reason sufficient to justify the termination of this Agreement) to purchase and pay on the Closing Date the principal amount of Purchased Securities or, if this Agreement provides for any sales of Debt Securities pursuant to Delayed Delivery Contracts, the Securities Underwriters' Securities, agreed to be purchased by such Underwriter or Underwriters, the Representatives, or if there are none, such firm as may be designated by a majority in interest of the Underwriters hereunder and such failure may find one or more substitute underwriters to purchase shall constitute a default in the performance such Purchased Securities or, if this Agreement provides for sales of its or their obligations under this AgreementDebt Securities pursuant to Delayed Delivery Contracts, the Underwriters' Securities, or make such other arrangements as they may deem advisable or one or more of the remaining Underwriters may agree to purchase such Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to Delayed Delivery Contracts, the Underwriters' Securities, in such proportions as may be approved by the Representatives or such designated firm, in each case upon the terms herein set forth. If no such arrangements have been made within 24 hours after the Closing Date, and (a) the aggregate principal amount or number of units, as the case may be, of Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to Delayed Delivery Contracts, the Underwriters' Securities, to be purchased by the defaulting Underwriter or Underwriters shall not exceed 10% of the total principal amount or number of units, as the case may be, of Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to Delayed Delivery Contracts, the Underwriters' Securities, each of the non-defaulting Underwriters shall be obligated severally to take up and pay purchase such Purchased Securities or, if this Agreement provides for (in sales of Debt Securities pursuant to Delayed Delivery Contracts, the respective proportions that Underwriters' Securities, on the amount of Securities terms herein set forth opposite in proportion to their names in Schedule I hereto bears respective obligations hereunder, or (b) the aggregate principal amount or number of units, as the case may be, of Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to Delayed Delivery Contracts, the Underwriters' Securities, to be purchased by the defaulting Underwriter or Underwriters shall exceed 10% of the total principal amount or number of units, as the case may be, of Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to Delayed Delivery Contracts, the Underwriters' Securities, the Partnership shall be entitled to an additional period of 24 hours within which to find one or more substitute underwriters satisfactory to the aggregate amount Representatives, or if there are none, to such designated firm to purchase such Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to Delayed Delivery Contracts, the Underwriters' Securities, upon the terms set forth opposite herein. In any such case, either the names Representatives, or if there are none, such designated firm or the Partnership shall have the right to postpone the Closing Date for a period of all not more than seven business days in order that necessary changes and arrangements may be effected. If the remaining aggregate principal amount or number of units, as the case may be, of the Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to Delayed Delivery Contracts, the Underwriters) ' Securities, to be purchased by such defaulting Underwriters shall exceed 10% of the total principal amount or number of units, as the case may be, of Purchased Securities that or, if this Agreement provides for sales of Debt Securities pursuant to Delayed Delivery Contracts, the Underwriters' Securities, and neither the non-defaulting Underwriters nor the Partnership shall make arrangements pursuant to this Section 10 within the period stated for the purchase of the Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to Delayed Delivery Contracts, the Underwriters' Securities, which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter and without liability on the part of the Partnership or the Companyany Selling Unitholder, except except, in each case, as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date6(k), this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)7, 8 and 9 hereof. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date 10 shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, way affect the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve liability of any defaulting Underwriter of its liability, if any, to the Company and Partnership, any Selling Unitholder or the non-defaulting Underwriters arising out of such default. A substitute underwriter hereunder shall become an Underwriter for damages occasioned by its default hereunderall purposes of this Agreement.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to take up and pay for (purchase the Underwritten Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions that which the amount number of Underwritten Securities set forth opposite their names in Schedule I II hereto to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the aggregate amount number of Underwritten Securities set forth opposite the names of therein to be purchased by all the remaining non-defaulting Underwriters) ; provided that the remaining non-defaulting Underwriters shall not be obligated to purchase any Underwritten Securities that if the aggregate number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total number of Underwritten Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal number of Underwritten Securities set forth in Schedule II hereto to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Underwritten Securities. If the remaining Underwriters or other underwriters satisfactory to the Representative do not elect to purchase the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter Underwriter, or the Company, except as provided in Section 12 (provided that if such default occurs with respect the Company will continue to Option Securities after be liable for the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event payment of a default by any Underwriter expenses as set forth in Paragraph 3(h) hereof. Nothing contained in this Section 10Paragraph 8 shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Underwritten Securities of a defaulting or withdrawing Underwriter, either the Representative or the Company may postpone the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine up to seven full business days in order to effect any changes that in the required changes opinion of the Company or the Representative may be necessary in the Registration Statement and Statement, the Prospectus or in any other documents document or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderarrangement.

Default of Underwriters. If any one Underwriter or more Underwriters shall fail default in their obligations to purchase Securities under the Terms Agreement and pay for any the aggregate principal amount or number of shares, as the case may be, of the Securities agreed to be purchased by that such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the Firm Securitiestotal principal amount or number of shares, as the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase anycase may be, of the Securities. If within one Business Day after such default relating , the Representatives may make arrangements satisfactory to more than 10% of the Firm Securities the remaining Underwriters do not arrange Company for the purchase of such SecuritiesSecurities by other persons, then including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under this Agreement and the Terms Agreement, to purchase the Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount or number of shares, as the case may be, of the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount or number of shares, as the case may be, of the Securities to be purchased by the Underwriters, as the case may be, and arrangements satisfactory to the Representatives, and the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the such Securities to which a default relates as provided in this Section 10by other persons are not made within 36 hours after such default, this such Terms Agreement or Terms Agreements will terminate without liability to on the part of any non-defaulting Underwriter Underwriter, or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected9 herein. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter Underwriter, under this SectionSection 8. Nothing contained herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters, for the purposes of this Section 8, shall be determined without regard to any reduction in the respective Underwriters’ obligations to purchase the principal amounts or numbers of shares, as the case may be, of the Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Company. The foregoing obligations and agreements set forth in this Section will not apply if the Terms Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company specifies that such obligations and any non-defaulting Underwriter for damages occasioned by its default hereunderagreements will not apply.

Default of Underwriters. If any one or more It shall be a condition to this Agreement and to the obligations of the Trust to sell and deliver the Preferred Securities hereunder, and to the obligations of each Underwriter to purchase the Preferred Securities in the manner described herein, that, except as hereinafter provided in this Section 12, each of the Underwriters (except a defaulting Underwriter) shall fail to purchase and pay for any of all the Preferred Securities agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Preferred Securities in accordance with the terms hereof. If any Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, to purchase Preferred Securities hereunder on either the remaining Underwriters shall be obligated severally to take up Closing Date or the Option Closing Date and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount number of Securities set forth opposite the names of all the remaining Underwriters) the Preferred Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed ten percent (10% %) of the Firm Securitiesliquidation amount of Preferred Securities the Underwriters are obligated to purchase on such Closing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Representatives may make arrangements for the purchase of such SecuritiesPreferred Securities by other persons, then including any of the Company Underwriters, but if no such arrangements are made by such Closing Date or Option Closing Date the nondefaulting Underwriters shall be entitled obligated severally, in proportion to a further period their respective commitments hereunder, to purchase the Preferred Securities such defaulting Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters so default and the liquidation amount of one Business Day within Preferred Securities with respect to which to procure another party such default or parties reasonably defaults occur is greater than the above percentage and arrangements satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange Representatives for the purchase of all of the such Preferred Securities to which a default relates as provided in this Section 10by other person are not made within thirty-six (36) hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting nondefaulting Underwriter or the Company, except as to the extent provided in Section 12 (provided that if such 11. If Preferred Securities to which a default occurs with respect relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the Closing Date or Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine case may be, for not more than seven (7) business days in order that the required changes necessary changes, if any, in the Registration Statement Statement, Prospectus, and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 12. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more of the Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the principal amount of Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1030% of the Firm Securitiesaggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all (but not less than all), but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after , and if such default relating to more than 10% of the Firm Securities the remaining non-defaulting Underwriters do not arrange for purchase all the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter Underwriter, the Republic or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)Banco Central. In the event of any such default that does not result in a default by any Underwriter as set forth in termination of this Section 10Agreement, either the Underwriters, the Republic or Banco Central shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding five Business Days, as the Representatives shall determine seven days in order that the to effect any required changes in the Registration Statement and the or Final Prospectus or in any other documents or arrangements may be effectedarrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under pursuant to this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderSection 11.

Default of Underwriters. If If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase and pay for any of the Securities Offered Certificates that it has or they have agreed to be purchased by purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter or Underwriters hereunder and such failure agreed but failed or refused to purchase shall constitute a default in is not more than one-tenth of the performance aggregate principal amount of its or their obligations under this AgreementOffered Certificates, the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the principal amount of Securities Offered Certificates set forth opposite their respective names in Schedule I hereto II bears to the aggregate principal amount of Securities Offered Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the remaining Underwriters) the Securities that the Offered Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, provided that in no event shall the event that the aggregate principal amount of Securities Offered Certificates that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 7 by an amount in excess of one-ninth of such principal amount of Offered Certificates without the defaulting written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 10% Offered Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Offered Certificates with respect to which such default occurs is more than one-tenth of the Firm Securities, aggregate principal amount of Offered Certificates to be purchased on such date and arrangements satisfactory to you and the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Company for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day Offered Certificates are not made within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 1036 hours after such default, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or of the Company, except as provided in Section 12 (provided that if . In any such default occurs with respect case either you or the Company shall have the right to Option Securities after postpone the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the but in no event of a default by any Underwriter as set forth in this Section 10for longer than seven days, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement shall relieve any defaulting Underwriter with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of its liability, if any, to their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the Company and any non-defaulting Underwriter for damages occasioned by its default offering contemplated hereunder.

Default of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase and pay for any of the Securities Firm Shares which it or they have agreed to be purchased by purchase under this Agreement and the Pricing Agreement and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters hereunder and such failure agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance proportion which the number of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities Firm Shares set forth opposite their names its name in Schedule I hereto bears to the aggregate amount number of Securities Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the remaining Underwriters) Representatives may specify in accordance with the Securities that Agreement Among Underwriters to purchase the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting . If any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 10% Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Securities, Shares and arrangements satisfactory to the remaining Underwriters shall have Representatives and the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Company for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day Firm Shares are not made within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 1036 hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company. In any such case which does not result in termination of this Agreement, except as provided in Section 12 (provided that if such default occurs with respect either the Representatives or the Company shall have the right to Option Securities after postpone the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the but in no event of a default by any Underwriter as set forth in this Section 10for longer than seven days, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter Any action taken under this Section. Nothing contained in this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any non-defaulting such default of any such Underwriter for damages occasioned under this Agreement. Any notice under this Section 9 may be made by its default hereundertelecopy or telephone but shall be subsequently confirmed by letter.

Default of Underwriters. If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay the Preferred Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), Xxxxxxx Xxxxx shall have the right, within 24 hours thereafter, to make arrangements for any one or more of the Securities agreed to be purchased by such Underwriter non-defaulting Underwriters, or Underwriters hereunder and such failure any other underwriters, to purchase shall constitute a default all, but not less than all, of the Default Securities in such amounts as may be agreed upon and upon the performance of its or their obligations under terms herein set forth in this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided. If, however, that in Xxxxxxx Xxxxx shall not have completed such arrangements within such 24-hour period, then: (i) if the event that the aggregate amount number of Defaulted Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the Firm Securitiesnumber of Preferred Securities to be purchased on such date, each of the remaining non- defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In the event of any such default which does not result in a termination of this Agreement, either Xxxxxxx Xxxxx or the Company shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, postpone the Closing Date shall be postponed for such period, a period not exceeding five Business Days, as the Representatives shall determine seven days in order that the to effect any required changes in the Registration Statement and the or Prospectus or in an any other documents or arrangements arrangements, and the Offerors will promptly file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be effectednecessary. As used in this Agreement, the term “"Underwriter” " includes for all purposes of this Agreement any person substituted for an Underwriter under this SectionSection 10. Nothing contained in this Agreement Section 10 shall relieve any defaulting an Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. (a) If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase anythe Shares that it has agreed to purchase hereunder at a Time of Delivery, of you may in your discretion arrange for you or another party or other parties to purchase such Shares on the Securitiesterms contained herein. If within one Business Day 36 hours after such default relating to more than 10% of the Firm Securities the remaining Underwriters by any Underwriter you do not arrange for the purchase of such SecuritiesShares, then the Company shall be entitled to a further period of one Business Day 36 hours within which to procure another party or other parties reasonably satisfactory to you to purchase said Securitiessuch Shares on such terms. In the event that neither that, within the remaining Underwriters nor respective prescribed periods, you notify the Company purchase or arrange that you have so arranged for the purchase of all of the Securities to which a default relates as provided in this Section 10such Shares, this Agreement will terminate without liability to any non-defaulting Underwriter or the CompanyCompany notifies you that they have so arranged for the purchase of such Shares, except as provided in Section 12 (provided that if you or the Company shall have the right to postpone such default occurs with respect to Option Securities after the Closing DateTime of Delivery for a period of not more than seven days, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus Prospectus, or in any other documents or arrangements arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion, exercised in consultation with Hunton & Wxxxxxxx LLP, may thereby be effectedmade necessary. As used in this Agreement, the The term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained as used in this Agreement shall relieve 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 or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of its liabilitysuch Shares that remains unpurchased does not exceed one-eleventh of the aggregate number of all of the Shares to be purchased at such Time of Delivery, if anythen the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that 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 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 and the Company as provided in subsection (a) above, the aggregate number of such Shares that remains unpurchased exceeds one-eleventh of the aggregate number of all of 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 non-defaulting Underwriters to purchase Shares of a defaulting Underwriter 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, the Company or the Selling Shareholders, except for the expenses to be borne by the Company, the Selling Shareholder and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one Underwriter or more Underwriters shall fail default in its or their obligations to purchase and pay for any Designated Preferred Securities hereunder, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Designated Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall be under no obligation to purchase such Designated Preferred Securities if the aggregate number of the Designated Preferred Securities agreed to be purchased by such non-defaulting Underwriters shall exceed 110% of the aggregate underwriting commitments set forth in Schedule I hereto, and provided further, that no non-defaulting Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in purchase Designated Preferred Securities to the respective proportions extent that the amount number of such Designated Preferred Securities is more than 110% of such Underwriter's underwriting commitment set forth opposite their names in Schedule I hereto bears hereto. In the event that the non-defaulting Underwriters are not obligated under the above paragraph to purchase the aggregate amount of Designated Preferred Securities set forth opposite the names of all the remaining Underwriters) the Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the Representatives may in its discretion arrange for one or more of the event that the aggregate amount of Securities that the defaulting Underwriter Underwriters or Underwriters agreed but failed for another party or parties to purchase shall exceed 10% of such Designated Preferred Securities on the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securitiesterms contained herein. If within one Business Day business day after such default relating to more than 10% of the Firm Securities the remaining Underwriters Representatives do not arrange for the purchase of such Designated Preferred Securities, then the Company shall be entitled to a further period of one Business Day business day within which to procure another party or parties reasonably satisfactory to you the Representatives to purchase said Securitiessuch Designated Preferred Securities on such terms. In the event that neither the remaining Underwriters nor Representatives or the Company purchase or does not arrange for the purchase of all of the any Designated Preferred Securities to which a default relates as provided above, this Agreement shall be terminated. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or a part of the Designated Preferred Securities of a defaulting Underwriter or Underwriters as provided in this Section 109, (i) you shall have the right to postpone the Closing Date for a period of not more than five full business days, in order to effect any changes that, in the opinion of counsel for the Underwriters or the Company, may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or agreements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which, in its opinion, may thereby be made necessary and (ii) the respective numbers of Designated Preferred Securities to be purchased by the remaining Underwriters or substituted underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of any liability it may have for damages occasioned by its default hereunder. Any termination of this Agreement will terminate pursuant to this Section 9 shall be without liability to on the part of any non-defaulting Underwriter or the Company, except as provided in for expenses to be paid or reimbursed pursuant to Section 12 (provided that if such default occurs with respect to Option Securities after 5 and except for the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder7.

Default of Underwriters. If any one or more It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall fail to purchase and pay for any of the Securities all Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears upon tender to the aggregate amount of Securities set forth opposite the names Representative of all such Shares in accordance with the remaining Underwriters) the Securities that the defaulting terms hereof. If any Underwriter or Underwriters agreed but failed default in their obligations to purchase; provided, however, that in purchase Shares hereunder on the event that First Closing Date and the aggregate amount number of Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% 10 percent of the Firm Securitiestotal number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the remaining Underwriters shall have Representative may make arrangements satisfactory to the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Company for the purchase of such SecuritiesShares by other persons, then including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representative and the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting nondefaulting Underwriter or the Company, except as for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)11 hereof. In the event of that Shares to which a default relates are to be purchased by any Underwriter as set forth in this Section 10the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine more than seven business days in order that the required necessary changes in the Registration Statement Statement, Prospectus and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more of the Underwriters shall fail (other than for a reason sufficient to justify the termination of this Agreement) to purchase and pay on the Closing Date the principal amount of Purchased Securities or, if this Agreement provides for any sales of Debt Securities pursuant to delayed delivery contracts, the Securities Underwriters' Securities, agreed to be purchased by such Underwriter or Underwriters, the Representatives, or if there are none, such firm as may be designated by a majority in interest of the Underwriters hereunder and such failure may find one or more substitute underwriters to purchase shall constitute a default in the performance such Purchased Securities or, if this Agreement provides for sales of its or their obligations under this AgreementDebt Securities pursuant to delayed delivery contracts, the Underwriters' Securities, or make such other arrangements as they may deem advisable or one or more of the remaining Underwriters may agree to purchase such Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to delayed delivery contracts, the Underwriters' Securities, in such proportions as may be approved by the Representatives or such designated firm, in each case upon the terms herein set forth. If no such arrangements have been made within 24 hours after the Closing Date, and (a) the aggregate principal amount or number of shares, as the case may be, of Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to delayed delivery contracts, the Underwriters' Securities, to be purchased by the defaulting Underwriter or Underwriters shall not exceed 10% of the total principal amount or number of shares, as the case may be, of Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to delayed delivery contracts, the Underwriters' Securities, each of the non-defaulting Underwriters shall be obligated severally to take up and pay purchase such Purchased Securities or, if this Agreement provides for (in sales of Debt Securities pursuant to delayed delivery contracts, the respective proportions that Underwriters' Securities, on the amount of Securities terms herein set forth opposite in proportion to their names in Schedule I hereto bears respective obligations hereunder, or (b) the aggregate principal amount or number of shares, as the case may be, of Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to delayed delivery contracts, the Underwriters' Securities, to be purchased by the defaulting Underwriter or Underwriters shall exceed 10% of the total principal amount or number of shares, as the case may be, of Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to delayed delivery contracts, the Underwriters' Securities, the Company shall be entitled to an additional period of 24 hours within which to find one or more substitute underwriters satisfactory to the aggregate amount Representatives, or if there are none, to such designated firm to purchase such Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to delayed delivery contracts, the Underwriters' Securities, upon the terms set forth opposite herein. In any such case, either the names Representatives, or if there are none, such designated firm or the Company shall have the right to postpone the Closing Date for a period of all not more than seven business days in order that necessary changes and arrangements may be effected. If the remaining aggregate principal amount or number of shares, as the case may be, of the Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to delayed delivery contracts, the Underwriters) ' Securities, to be purchased by such defaulting Underwriters shall exceed 10% of the total principal amount or number of shares, as the case may be, of Purchased Securities that or, if this Agreement provides for sales of Debt Securities pursuant to delayed delivery contracts, the Underwriters' Securities, and neither the non-faulting Underwriters nor the Company shall make arrangements pursuant to this Section 10 within the period stated for the purchase of the Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to delayed delivery contracts, the Underwriters' Securities, which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or and without liability on the part of the Company, except except, in each case, as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date6(k), this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)7, 8 and 9 hereof. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date 10 shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, way affect the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve liability of any defaulting Underwriter of its liability, if any, to the Company and any or the non-defaulting Underwriters arising out of such default. A substitute underwriter hereunder shall become an Underwriter for damages occasioned by its default hereunderall purposes of this Agreement.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementto purchase Designated Preferred Securities hereunder, the remaining other Underwriters shall be obligated severally severally, in proportion to take up and pay for (in their respective commitments hereunder, to purchase the respective proportions that the amount of Designated Preferred Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the which such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the non-defaulting Underwriters shall be under no obligation to purchase such Designated Preferred Securities if the aggregate number of Designated Preferred Securities to be purchased by such non-defaulting Underwriters shall exceed 110% of the aggregate underwriting commitments set forth in Schedule I hereto, and provided further, that no non-defaulting Underwriter shall be obligated to purchase Designated Preferred Securities to the extent that the number of such Designated Preferred Securities is more than 110% of such Underwriter's underwriting commitment set forth in Schedule I hereto. In the event that the aggregate amount of non-defaulting Underwriters are not obligated under the above paragraph to purchase the Designated Preferred Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% purchase, the Representative may in its discretion arrange for one or more of the Firm Securities, the remaining Underwriters shall have the right or for another party or parties to purchase all, but shall not be under any obligation to purchase any, of such Designated Preferred Securities on the Securitiesterms contained herein. If within one Business Day business day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do Representative does not arrange for the purchase of such Designated Preferred Securities, then the Company shall be entitled to a further period of one Business Day business day within which to procure another party or parties reasonably satisfactory to you the Representative to purchase said Securitiessuch Designated Preferred Securities on such terms. In the event that neither the remaining Underwriters nor Representative or the Company purchase or do not arrange for the purchase of all of the any Designated Preferred Securities to which a default relates as provided above, this Agreement shall be terminated. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or a part of the Designated Preferred Securities of a defaulting Underwriter or Underwriters as provided in this Section 109, (i) you shall have the right to postpone the Closing Date for a period of not more than five full business days, in order to effect any changes that, in the opinion of counsel for the Underwriters or the Company, may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or agreements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which, in its opinion, may thereby be made necessary and (ii) the respective numbers of Designated Preferred Securities to be purchased by the remaining Underwriters or substituted underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of any liability it may have for damages occasioned by its default hereunder. Any termination of this Agreement will terminate pursuant to this Section 9 shall be without liability to on the part of any non-defaulting Underwriter or the Company, except as provided in for expenses to be paid or reimbursed pursuant to Section 12 (provided that if such default occurs with respect to Option Securities after 5 and except for the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder7.

Default of Underwriters. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase anythe number of Trust Preferred Securities that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for such non-defaulting Underwriters or another party or other parties to purchase such number of Trust Preferred Securities on the Securitiesterms contained herein. If within one Business Day twenty-four hours after such default relating to more than 10% of the Firm Securities the remaining by any Underwriter such non-defaulting Underwriters do not arrange for the purchase of such number of Trust Preferred Securities, then the Company Offerors shall be entitled to a further period of one Business Day twenty-four hours within which to to, but shall not be required to, procure another party or other parties reasonably satisfactory to you such non-defaulting Underwriters to purchase said Securitiessuch Securities on such terms. In the event that, within the respective periods prescribed above, such non-defaulting Underwriters notify the Offerors that neither the remaining Underwriters nor the Company purchase or arrange they have so arranged for the purchase of all such number of Trust Preferred Securities, or the Securities to which a default relates as provided in this Section 10Offerors notify the Underwriters that they have so arranged for the purchase of such number of Trust Preferred Securities, this Agreement will terminate without liability to any then such non-defaulting Underwriter Underwriters or the Company, except as provided in Section 12 (provided that if such default occurs with respect Offerors shall have the right to Option Securities after postpone the Closing Date, this Agreement will for a period of not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10more than five business days, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus Prospectus, or in any other documents or arrangements, and the Companies and the Trust agree to file promptly any amendments to the Registration Statement or the Prospectus that in the opinion of such non-defaulting Underwriters may thereby be made necessary. (b) If, after giving effect to any arrangements may be effected. As used in this Agreement, for the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any purchase of Trust Preferred Securities of a defaulting Underwriter of its liability, if any, to or Underwriters by the Company and any non-defaulting Underwriter or Underwriters and the Offerors as provided in Section 11(a) hereof, the aggregate number of Trust Preferred Securities that remains unpurchased does not exceed one-eleventh of the aggregate number of all the Trust Preferred Securities to be purchased hereunder, then the Offerors shall have the right to require each non-defaulting Underwriter to purchase the number of Trust Preferred Securities that such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Trust Preferred Securities that such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for damages occasioned 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 Trust Preferred Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriter or Underwriters and the Offerors as provided in Section 11(a) hereof, the aggregate number of Trust Preferred Securities that remains unpurchased exceeds one-eleventh of the aggregate number of all the Trust Preferred Securities to be purchased hereunder, or if the Offerors do not exercise the right provided in Section 11(b) hereof to require such non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Underwriting Agreement shall thereupon terminate, without liability on the part of any such non-defaulting Underwriter or either of the Offerors, except for the indemnity agreements in Section 9 hereof, but nothing herein shall relieve a defaulting Underwriter from liability for its default hereunderdefault.

Default of Underwriters. If any one or more It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall fail to purchase and pay for any of the Securities all Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears upon tender to the aggregate amount of Securities set forth opposite the names Representative of all such Shares in accordance with the remaining Underwriters) the Securities that the defaulting terms hereof. If any Underwriter or Underwriters agreed but failed default in their obligations to purchase; provided, however, that in purchase Shares hereunder on the event that First Closing Date and the aggregate amount number of Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% 10 percent of the Firm Securitiestotal number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the remaining Underwriters shall have Representative may make arrangements satisfactory to the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Company for the purchase of such SecuritiesShares by other persons, then including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representative and the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting nondefaulting Underwriter or the Company, except as for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)11 hereof. In the event of that Shares to which a default relates are to be purchased by any Underwriter as set forth in this Section 10the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine more than seven business days in order that the required necessary changes in the Registration Statement Statement, Prospectus and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase and pay for any of the Securities which it or they have agreed to be purchased by such Underwriter purchase hereunder on the First Closing Date or Underwriters hereunder Optional Closing Date(s) and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the aggregate principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the principal amount of the Securities set forth opposite its name in Schedule I bears to the aggregate principal amount of the Securities which all the non-defaulting Underwriters have agreed to purchase; provided, howeveror in such other proportion as you may specify, that in to purchase the event that the aggregate amount of Securities that the which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall exceed 10% the aggregate principal amount of the Firm Securities, Securities which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 12 by an amount in excess of one-ninth of such principal amount of the remaining Securities without the written consent of such Underwriter. If any Underwriter or Underwriters shall have the right fail or refuse to purchase all, but shall not be under any obligation to purchase any, the Securities and the aggregate principal amount of the Securities. If within one Business Day after , with respect to which such default relating to occurs is more than 10% one-tenth of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all aggregate principal amount of the Securities to which a default relates as provided in this Section 10be purchased by all Underwriters and arrangements satisfactory to you and the Company for purchase of such Securities are not made within 48 hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company, except as provided in Section 12 (provided that if Company shall have the right to postpone such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the but in no event of a default by any Underwriter as set forth in this Section 10for longer than seven days, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter Any action taken under this Section. Nothing contained in this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any non-defaulting default of any such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. If any one or more It shall be a condition to the obligations of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section 13, each of the Underwriters shall fail to purchase and pay for any of all the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears upon tender to the aggregate amount of Securities set forth opposite the names Representatives of all such Shares in accordance with the remaining Underwriters) the Securities that the defaulting terms hereof. If any Underwriter or Underwriters agreed but failed default in their obligations to purchase; provided, however, that in purchase Shares hereunder on either the event that First Closing Date or the Second Closing Date and the aggregate amount number of Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed ten percent (10% %) of the Firm Securitiestotal number of Shares which the Underwriters are obligated to purchase on such Closing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Representatives may make arrangements for the purchase of such SecuritiesShares by other persons, then including any of the Company Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be entitled obligated severally, in proportion to a further period their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of one Business Day within Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to procure another party or parties reasonably purchase on such Closing Date, and arrangements satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange Representatives for the purchase of all of the Securities to which a default relates as provided in this Section 10such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Company or any Selling Stockholder except for the expenses to any non-defaulting Underwriter or be paid by the Company, Company and the Selling Stockholders pursuant to section 9 hereof and except as to the extent provided in Section section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)hereof. In the event of that Shares to which a default relates are to be purchased by any Underwriter as set forth in this Section 10the nondefaulting Underwriters or by another party or parties, the Representatives shall have the right to postpone the First Closing Date shall be postponed for such period, not exceeding five Business Daysor the Second Closing Date, as the Representatives shall determine case may be, for not more than seven business days in order that the required necessary changes in the Registration Statement Statement, Prospectus and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Sectionsection 13. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities Firm Shares or the Option Shares, as the case may be, which such Underwriter has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for hereunder (in otherwise than by reason of any default on the respective proportions that part of the amount Company or the Selling Stockholders), you, as Representatives of Securities the Underwriters, shall use your best efforts to procure within 24 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth opposite their names in Schedule I hereto bears to herein, the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided. If during such 24 hours you, howeveras such Representatives, that in the event that shall not have procured another purchaser, then (i) if the aggregate amount number of Securities that Shares with respect to which such default shall occur does not exceed ten percent of the Firm Shares or the Option Shares, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective number of Firm Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase purchase, or (ii) if the aggregate number of Shares with respect to which such default shall exceed 10% occur exceeds 10 percent of the Firm SecuritiesShares or the Option Shares, as the case may be, the remaining Underwriters shall Company or you, as the Representatives of the Underwriters, will have the right right, by written notice given within the next 24-hour period to purchase allthe parties to this Agreement, but shall not be under any obligation to purchase any, terminate this Agreement without liability on the part of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter Underwriters or of the Company or the Company, Selling Stockholders except as to the extent provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)9 hereof. In the event of a default by any Underwriter or Underwriters as set forth in this Section 1011, the Closing Date shall or the Option Closing Date, as the case may be, may be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall you, as Representatives, may determine in order that the required changes in the Registration Statement and or in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the The term “"Underwriter” " includes any person substituted for an Underwriter a defaulting Underwriter. Any action taken under this Section. Nothing contained in this Agreement Section 11 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any non-defaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. If any one Underwriter or more Underwriters shall fail default in its or their obligations to purchase and pay for any Designated Shares hereunder, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Designated Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall be under no obligation to purchase such Designated Shares if the aggregate number of the Securities agreed Designated Shares to be purchased by such non-defaulting Underwriters shall exceed 110% of the aggregate underwriting commitments set forth in Schedule I hereto, and PROVIDED FURTHER, that no non-defaulting Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in purchase Designated Shares to the respective proportions extent that the amount number of Securities such Designated Shares is more than 110% of such Underwriter's underwriting commitment set forth opposite their names in Schedule I hereto bears hereto. In the event that the non-defaulting Underwriters are not obligated under the above paragraph to purchase the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that Designated Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the Representative may in its discretion arrange for one or more of the event that the aggregate amount of Securities that the defaulting Underwriter Underwriters or Underwriters agreed but failed for another party or parties to purchase shall exceed 10% of such Designated Shares on the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securitiesterms contained herein. If within one Business Day business day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do Representative does not arrange for the purchase of such SecuritiesDesignated Shares, then the Company shall be entitled to a further period of one Business Day business day within which to procure another party or parties reasonably satisfactory to you the Representative to purchase said Securitiessuch Designated Shares on such terms. In the event that neither the remaining Underwriters nor Representative or the Company purchase or do not arrange for the purchase of all of the Securities any Designated Shares to which a default relates as provided above, this Agreement shall be terminated. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or a part of the Designated Shares of a defaulting Underwriter or Underwriters as provided in this Section 109, (i) the Representative shall have the right to postpone the Closing Date for a period of not more than five full business days, in order to effect any changes that, in the opinion of counsel for the Underwriters or the Company, may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or agreements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which, in its opinion, may thereby be made necessary, and (ii) the respective numbers of Designated Shares to be purchased by the remaining Underwriters or substituted underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of any liability it may have for damages occasioned by its default hereunder. Any termination of this Agreement will terminate pursuant to this Section 9 shall be without liability to on the part of any non-non- defaulting Underwriter or the Company, except as provided in for expenses to be paid or reimbursed pursuant to Section 12 (provided that if such default occurs with respect to Option Securities after 5 and except for the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder7.

Default of Underwriters. If any one or more It shall be a condition to the obligations of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section 13, each of the Underwriters shall fail to purchase and pay for any of all the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears upon tender to the aggregate amount of Securities set forth opposite the names Representatives of all such Shares in accordance with the remaining Underwriters) the Securities that the defaulting terms hereof. If any Underwriter or Underwriters agreed but failed default in their obligations to purchase; provided, however, that in purchase Shares hereunder on either the event that First Closing Date or the Second Closing Date and the aggregate amount number of Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed ten percent (10% %) of the Firm Securitiestotal number of Shares which the Underwriters are obligated to purchase on such Closing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Representatives may make arrangements for the purchase of such SecuritiesShares by other persons, then including any of the Company Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be entitled obligated severally, in proportion to a further period their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of one Business Day within Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to procure another party or parties reasonably purchase on such Closing Date, and arrangements satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange Representatives for the purchase of all of the Securities to which a default relates as provided in this Section 10such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Company or any Selling Stockholder except for the expenses to any non-defaulting Underwriter or be paid by the Company, Company and the Selling Stockholders pursuant to section 9 hereof and except as to the extent provided in Section section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)hereof. In the event of that Shares to which a default relates are to be purchased by any Underwriter as set forth in this Section 10the nondefaulting Underwriters or by another party or parties, the Representatives shall have the right to postpone the First Closing Date shall be postponed for such period, not exceeding five Business Daysor the Second Closing Date, as the Representatives shall determine case may be, for not more than seven business days in order that the required necessary changes in the Registration Statement Statement, Prospectus and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Sectionsection 13. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for any the number of the Securities which it has agreed to be purchased by purchase and pay for hereunder, and the number of Securities which such defaulting Underwriter or Underwriters hereunder and such failure agreed but failed or refused to purchase shall constitute a default in is not more than one-tenth of the performance number of its or their obligations under this Agreementthe Securities, the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that which the amount amounts of Securities set forth opposite their names in Schedule I Exhibit 1 hereto bears bear to the aggregate amount number of Securities set forth opposite the names of all the remaining such non-defaulting Underwriters) , to purchase the Securities that the which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the number of Securities which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 8 by an amount in excess of one-ninth of such number of Securities without the written consent of such Underwriter. In the event of any such purchase, (a) the non-defaulting Underwriters or the Company shall have the right to fix as a postponed Closing Date a date not exceeding four full business days after the date specified in Section 2 and (b) the respective number of Securities to be purchased by the non-defaulting Underwriters shall be taken as the basis of their respective underwriting obligations for all purposes of this Agreement. If any Underwriter or Underwriters shall fail or refuse to purchase Securities and the number of Securities with respect to which such default occurs is more than one-tenth of the number of the Securities then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the event that the aggregate amount of Securities that the which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase shall exceed 10% on the terms set forth herein. In the event of the Firm Securitiesany such termination, the remaining Underwriters shall have the right to purchase all, but Company shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company, (except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liabilityextent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Securities without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company and or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more It shall be a condition to this Agreement and the obligation of the Company and the Selling Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall fail to purchase and pay for any of all the Securities Common Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears upon tender to the aggregate amount of Securities set forth opposite the names Underwriters of all such shares in accordance 22 23 with the remaining Underwriters) the Securities that the defaulting terms hereof. If any Underwriter or Underwriters agreed but failed default in their obligations to purchase; provided, however, that in purchase Common Shares hereunder on either the event that First or Second Closing Date and the aggregate amount number of Securities that the Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase shall on such Closing Date does not exceed 10% of the Firm Securitiestotal number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the remaining non-defaulting Underwriters shall have the right be obligated severally, in proportion to their respective commitments hereunder, to purchase all, the Common Shares which such defaulting Underwriters agreed but shall not be under any obligation failed to purchase any, of the Securitieson such Closing Date. If within one Business Day after any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default relating to occurs is more than 10% of the Firm Securities above percentage and arrangements satisfactory to you and the remaining Underwriters do not arrange Company for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day Common Shares by other persons are not made within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 1048 hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company, Company or the Selling Stockholders except as for the expenses to be paid by the Company and the Selling Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)11 hereof. In the event of that Common Shares to which a default relates are to be purchased by any Underwriter as set forth in this Section 10the non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First or Second Closing Date shall be postponed for such period, not exceeding five Business DaysDate, as the Representatives shall determine case may be, for not more than five business days in order that the required necessary changes in the Registration Statement Statement, Prospectus and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementto purchase Designated Shares hereunder, the remaining other Underwriters shall be obligated severally severally, in proportion to take up and pay for (in their respective commitments hereunder, to purchase the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the Designated Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the non-defaulting Underwriters shall be under no obligation to purchase such Designated Shares if the aggregate number of Designated Shares to be purchased by such non-defaulting Underwriters shall exceed 110% of the aggregate underwriting commitments set forth in Schedule I hereto, and provided further, that no non-defaulting Underwriter shall be obligated to purchase Designated Shares to the extent that the number of such Designated Shares is more than 110% of such Underwriter's underwriting commitment set forth in Schedule I hereto. In the event that the aggregate amount of Securities that non-defaulting Underwriters are not obligated under the above paragraph to purchase the Designated Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% purchase, the Representatives may in its discretion arrange for one or more of the Firm Securities, the remaining Underwriters shall have the right or for another party or parties to purchase all, but shall not be under any obligation to purchase any, of such Designated Shares on the Securitiesterms contained herein. If within one Business Day business day after such default relating to more than 10% of the Firm Securities the remaining Underwriters Representatives do not arrange for the purchase of such SecuritiesDesignated Shares, then the Company shall be entitled to a further period of one Business Day business day within which to procure another party or parties reasonably satisfactory to you the Representatives to purchase said Securitiessuch Designated Shares on such terms. In the event that neither the remaining Underwriters nor Representatives or the Company purchase or do not arrange for the purchase of all of the Securities any Designated Shares to which a default relates as provided above, this Agreement shall be terminated. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or a part of the Designated Shares of a defaulting Underwriter or Underwriters as provided in this Section 109, (i) you shall have the right to postpone the Closing Date for a period of not more than five full business days, in order to effect any changes that, in the opinion of counsel for the Underwriters or the Company, may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or agreements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which, in its opinion, may thereby be made necessary and (ii) the respective numbers of Designated Shares to be purchased by the remaining Underwriters or substituted underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of any liability it may have for damages occasioned by its default hereunder. Any termination of this Agreement will terminate pursuant to this Section 9 shall be without liability to on the part of any non-defaulting Underwriter or the Company, except as provided in for expenses to be paid or reimbursed pursuant to Section 12 (provided that if such default occurs with respect to Option Securities after 5 and except for the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder7.

Default of Underwriters. If any one or more It shall be a condition to this ----------------------- Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall fail to purchase and pay for any of all the Securities Common Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears upon tender to the aggregate amount of Securities set forth opposite the names Underwriters of all such shares in accordance with the remaining Underwriters) the Securities that the defaulting terms hereof. If any Underwriter or Underwriters agreed but failed default in their obligations to purchase; provided, however, that in purchase Common Shares hereunder on either the event that First or Second Closing Date and the aggregate amount number of Securities that the Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase shall on such Closing Date does not exceed 10% of the Firm Securitiestotal number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the remaining non-defaulting Underwriters shall have the right be obligated severally, in proportion to their respective commitments hereunder, to purchase all, the Common Shares which such defaulting Underwriters agreed but shall not be under any obligation failed to purchase any, of the Securitieson such Closing Date. If within one Business Day after any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default relating to occurs is more than 10% of the Firm Securities above percentage and arrangements satisfactory to the remaining Underwriters do not arrange and the Company for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day Common Shares by other persons are not made within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 1048 hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the CompanyCompany or the Selling Shareholders, except as for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)11 hereof. In the event of that Common Shares to which a default relates are to be purchased by any Underwriter as set forth in this Section 10the non-defaulting Underwriters or by another party or parties, the Underwriters or the Company shall have the right to postpone the First or Second Closing Date shall be postponed for such period, not exceeding five Business DaysDate, as the Representatives shall determine case may be, for not more than five business days in order that the required necessary changes in the Registration Statement Statement, Prospectus and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an ----------- Underwriter under this Section. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 9(b)) to purchase and pay for on the First Closing Date or any Additional Closing Date the aggregate number of the Securities Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by the Underwriter or Underwriters shall not exceed 10% of the total number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder and such failure to purchase shall constitute a default in the performance Underwriters, then each of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to take up and pay for (in purchase these Primary Shares or Over-Allotment Shares on the respective proportions that the amount of Securities terms herein set forth opposite in proportion to their names respective obligations hereunder. In that case, the Representatives and the Company shall have the right to postpone the First Closing Date or any Additional Closing Date (as the case may be) for a period of not more than seven days in Schedule I hereto bears order that necessary changes and arrangements may be effected. If one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 9(b)) to purchase on the First Closing Date or any Additional Closing Date the aggregate amount number of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that and the aggregate amount number of Securities that the defaulting Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securitiestotal number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder to the Underwriters, then the remaining non-defaulting Underwriters shall have the right to purchase allpurchase, but or procure one or more Underwriters reasonably acceptable to the Company, to purchase, in such proportions as they may agree upon and upon the terms herein set forth, the Primary Shares or Over-Allotment Shares that such defaulting Underwriter or Underwriters agreed to purchase, and this Agreement shall not be under any obligation to purchase any, of the Securitiescarried out accordingly. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining other Underwriters do not arrange for exercise this right within 36 hours after receiving notice of the purchase of such Securitiesdefault, then the Company shall be entitled to a further an additional period of one Business Day 24 hours within which to procure another party or parties reasonably satisfactory to you the Representatives to purchase said Securitiesor agree to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth. In any such case, the event Representatives and the Company shall have the right to postpone the First Closing Date or any Additional Closing Date (as the case may be) for a period of not more than seven days in order that necessary changes and arrangements may be effected. If this paragraph becomes applicable and neither the remaining non-defaulting Underwriters nor the Company purchase or arrange shall make arrangements within the period stated for the purchase of all of the Securities Primary Shares or Over-Allotment Shares that the defaulting Underwriter or Underwriters agreed to which a default relates as provided in this Section 10purchase, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter to the Company or the Company, Selling Shareholders and without liability on the part of the Company or the Selling Shareholders except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)8. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date 10 shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, way affect the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve liability of any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderor the Selling Shareholders arising out of the default.

Default of Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to take up and pay for (purchase the Underwritten Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions that which the principal amount of Underwritten Securities set forth opposite their names in Schedule I II hereto to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the aggregate principal amount of Underwritten Securities set forth opposite the names of therein to be purchased by all the remaining non-defaulting Underwriters) ; provided that the remaining non-defaulting Underwriters shall not be obligated to purchase any Underwritten Securities that if the aggregate principal amount of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of Underwritten Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Underwritten Securities set forth in Schedule II hereto to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Underwritten Securities. If the remaining Underwriters or other underwriters satisfactory to the Representative do not elect to purchase the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter Underwriter, or the Company, except as provided in Section 12 (provided that if such default occurs with respect the Company will continue to Option Securities after be liable for the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event payment of a default by any Underwriter expenses as set forth in Paragraph 3(h) hereof. Nothing contained in this Section 10Paragraph 8 shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Underwritten Securities of a defaulting or withdrawing Underwriter, either the Representative or the Company may postpone the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine up to seven full business days in order to effect any changes that in the required changes opinion of the Company or the Representative may be necessary in the Registration Statement and Statement, the Prospectus or in any other documents document or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderarrangement.

Default of Underwriters. If any one or more of the Underwriters shall fail or refuse (other than as a result of the termination of this Agreement pursuant to Section 8(a)) to purchase and pay for any on the First Closing Date or the Second Closing Date the -26- 27 aggregate number of the Securities Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such defaulting Underwriter or Underwriters does not exceed 10% of the total number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder and such failure to purchase shall constitute a default in the performance Underwriters, then each of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to take up and pay for (in purchase these Primary Shares or Over-Allotment Shares on the respective proportions that the amount of Securities terms herein set forth opposite in proportion to their names respective obligations hereunder. In that case, the Representative and the Company shall have the right to postpone the First Closing Date or the Second Closing Date (as the case may be) for a period of not more than seven days in Schedule I hereto bears order that necessary changes and arrangements may be effected. If one or more of the Underwriters shall fail or refuse (other than as a result of the termination of this Agreement pursuant to Section 8(a)) to purchase on the First Closing Date or the Second Closing Date the aggregate amount number of Securities set forth opposite Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters and the names aggregate number of all the remaining Underwriters) the Securities that the Primary Shares or Over-Allotment Shares agreed to be purchased by such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securitiestotal number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder to the Underwriters, then the remaining non-defaulting Underwriters shall have the right to purchase allpurchase, but or procure one or more Underwriters reasonably acceptable to the Company, to purchase, in such proportions as they may agree upon and upon the terms herein set forth, the Primary Shares or Over-Allotment Shares which such defaulting Underwriter or Underwriters agreed to purchase, and this Agreement shall not be under any obligation to purchase any, of the Securitiescarried out accordingly. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining other Underwriters do not arrange for exercise this right within twenty-four hours after receiving notice of the purchase of such Securitiesdefault, then the Company shall be entitled to a further an additional period of one Business Day twenty-four hours within which to procure another party or parties reasonably satisfactory to you the Representative to purchase said Securitiesor agree to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth. In any such case, the event Representative and the Company shall have the right to postpone the First Closing Date or the Second Closing Date (as the case may be) for a period of not more than seven days in order that necessary changes and arrangements may be effected. If this paragraph becomes applicable and neither the remaining non-defaulting Underwriters nor the Company purchase or arrange shall make arrangements within the period stated for the purchase of all of the Securities Primary Shares or Over-Allotment Shares which the defaulting Underwriter or Underwriters agreed to which a default relates as provided in this Section 10purchase, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or to the Company, Company and without liability on the part of the Company except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)Sections 6.2 and 7. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.this

Default of Underwriters. If any one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement) to purchase and pay for any on the First Closing Date or the Second Closing Date the aggregate number of the Primary Securities or Over-Allotment Securities agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Primary Securities or Over-Allotment Securities agreed to be purchased by the Underwriter or Underwriters shall not exceed 10% of the total number of Primary Securities or Over-Allotment Securities (as the case may be) to be sold hereunder and such failure to purchase shall constitute a default in the performance Underwriters, then each of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to take up and pay for (in purchase these Primary Securities or Over-Allotment Securities on the respective proportions that the amount of Securities terms herein set forth opposite in proportion to their names respective obligations hereunder. In that case, the Representatives and the Company shall have the right to postpone the First Closing Date or the Second Closing Date (as the case may be) for a period of not more than seven days in Schedule I hereto bears order that necessary changes and arrangements may be effected. If one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement) to purchase on the First Closing Date or the Second Closing Date the aggregate amount number of Primary Securities set forth opposite the names of all the remaining Underwriters) the or Over-Allotment Securities that the defaulting agreed to be purchased by such Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that and the aggregate amount number of Primary Securities that the defaulting or Over-Allotment Securities agreed to be purchased by such Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securitiestotal number of Primary Securities or Over-Allotment Securities (as the case may be) to be sold hereunder to the Underwriters, then the remaining non-defaulting Underwriters shall have the right to purchase allpurchase, but or procure one or more Underwriters reasonably acceptable to the Company, to purchase, in such proportions as they may agree upon and upon the terms herein set forth, the Primary Securities or Over-Allotment Securities which such defaulting Underwriter or Underwriters agreed to purchase, and this Agreement shall not be under any obligation to purchase any, of the Securitiescarried out accordingly. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining other Underwriters do not arrange for exercise this right within twenty-four hours after receiving notice of the purchase of such Securitiesdefault, then the Company shall be entitled to a further an additional period of one Business Day twenty-four hours within which to procure another party or parties reasonably satisfactory to you the Representatives to purchase said Securitiesor agree to purchase these Primary Securities or Over-Allotment Securities on the terms herein set forth. In any such case, the event Representatives and the Company shall have the right to postpone the First Closing Date or the Second Closing Date (as the case may be) for a period of not more than seven 18 19 days in order that necessary changes and arrangements may be effected. If this paragraph becomes applicable and neither the remaining non-defaulting Underwriters nor the Company purchase or arrange shall make arrangements within the period stated for the purchase of all of the Primary Securities or Over-Allotment Securities which the defaulting Underwriter or Underwriters agreed to which a default relates as provided in this Section 10purchase, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter to the Company or the Company, Selling Securityholders and without liability on the part of the Company or the Selling Securityholders except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)Sections 7.2 and 8. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date 10 shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, way affect the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve liability of any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderor the Selling Securityholders arising out of the default.

Default of Underwriters. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase anyShares at a Time of Delivery, of you may in your discretion arrange for you or another party or other parties to purchase such Shares on the Securitiesterms contained herein. If within one Business Day thirty-six (36) hours after such default relating to more than 10% of the Firm Securities the remaining Underwriters by any Underwriter you do not arrange for the purchase of such SecuritiesShares, then the Company shall be entitled to a further period of one Business Day thirty-six (36) hours within which to procure another party or other parties reasonably satisfactory to you to purchase said Securitiessuch Shares on such terms. In the event that neither that, within the remaining Underwriters nor respective prescribed periods, you notify the Company purchase or arrange that you have so arranged for the purchase of all such Shares, or the Company notifies you that the Company has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone a 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, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus that may thereby be made reasonably 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 Securities to which Shares of a default relates defaulting Underwriter or Underwriters by you and the Company as provided in this Section 10subsection (a) above, this Agreement will terminate without liability the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of Shares to any be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter or to purchase the Companynumber of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if anyaddition, to the Company and any 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 or Underwriters for damages occasioned by which such arrangements have not been made, but nothing herein shall relieve a defaulting Underwriter from liability for its default hereunderdefault.

Default of Underwriters. If any one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 10(b)) to purchase and pay for on the First Closing Date or any Additional Closing Date the aggregate number of the Securities Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by the Underwriter or Underwriters shall not exceed 10% of the total number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder and such failure to purchase shall constitute a default in the performance Underwriters, then each of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to take up and pay for (in purchase these Primary Shares or Over-Allotment Shares on the respective proportions that the amount of Securities terms herein set forth opposite in proportion to their names respective obligations hereunder. In that case, the Representatives and the Company shall have the right to postpone the First Closing Date and the Representatives, the Company, and the Selling Stockholders shall have the right to postpone any Additional Closing Date (as the case may be) for a period of not more than seven days in Schedule I hereto bears order that necessary changes and arrangements may be effected. If one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 10(b)) to purchase on the First Closing Date or any Additional Closing Date the aggregate amount number of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that and the aggregate amount number of Securities that the defaulting Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securitiestotal number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder to the Underwriters, then the remaining non-defaulting Underwriters shall have the right to purchase allpurchase, but or procure one or more Underwriters reasonably acceptable to the Company, to purchase, in such proportions as they may agree upon and upon the terms herein set forth, the Primary Shares or Over-Allotment Shares that such defaulting Underwriter or Underwriters agreed to purchase, and this Agreement shall not be under any obligation to purchase any, of the Securitiescarried out accordingly. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining other Underwriters do not arrange for exercise this right within 36 hours after receiving notice of the purchase of such Securitiesdefault, then the Company shall be entitled to a further an additional period of one Business Day 24 hours within which to procure another party or parties reasonably satisfactory to you the Representatives to purchase said Securitiesor agree to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth. In any such case, the event Representatives and the Company shall have the right to postpone the First Closing Date or any Additional Closing Date (as the case may be) for a period of not more than seven days in order that necessary changes and arrangements may be effected. If this paragraph becomes applicable and neither the remaining non-defaulting Underwriters nor the Company purchase or arrange shall make arrangements within the period stated for the purchase of all of the Securities Primary Shares or Over-Allotment Shares that the defaulting Underwriter or Underwriters agreed to which a default relates as provided in this Section 10purchase, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or to the Company, Company and without liability on the part of the Company except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)9. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date 11 shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, way affect the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve liability of any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderthe Selling Stockholders arising out of the default.

Default of Underwriters. (a) If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase anythe Shares that it has agreed to purchase hereunder at a Time of Delivery, of you may in your discretion arrange for you or another party or other parties to purchase such Shares on the Securitiesterms contained herein. If within one Business Day 48 hours after such default relating to more than 10% of the Firm Securities the remaining Underwriters by any Underwriter you do not arrange for the purchase of such SecuritiesShares, then the Company and each Selling Stockholder shall be entitled to a further period of one Business Day 48 hours within which to procure another party or other parties reasonably satisfactory to you to purchase said Securitiessuch Shares on such terms. In the event that neither that, within the remaining Underwriters nor respective prescribed periods, you notify the Company purchase or arrange and each Selling Stockholder that you have so arranged for the purchase of such Shares, or the Company and each Selling Stockholder notify you that they have so arranged for the purchase of such Shares, you or the Company and each Selling Stockholder 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, exercised in consultation with Hunton & Xxxxxxxx LLP, 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 or Underwriters by you and the Company and each Selling Stockholder 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 of the Securities Shares to be purchased at such Time of Delivery, then the Company and each Selling Stockholder shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that 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 or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a default relates 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 and the Company and each Selling Stockholder as provided in this Section 10subsection (a) above, the aggregate number of such Shares that remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at such Time of Delivery, or if the Company and each Selling Stockholder shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement will terminate (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of each Selling Stockholder to sell the Optional Shares) shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the CompanyCompany and each Selling Stockholder, except for the expenses to be borne by the Company and each Selling Stockholder and the Underwriters as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement 6 hereof and the Prospectus or indemnity and contribution agreements in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement Section 8 hereof; but nothing herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one or more It shall be a condition to this ----------------------- Agreement and to the obligations of the Trust to sell and deliver the Preferred Securities hereunder, and to the obligations of each Underwriter to purchase the Preferred Securities in the manner described herein, that, except as hereinafter provided in this Section 12, each of the Underwriters (except a defaulting Underwriter) shall fail to purchase and pay for any of all the Preferred Securities agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Preferred Securities in accordance with the terms hereof. If any Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, to purchase Preferred Securities hereunder on either the remaining Underwriters shall be obligated severally to take up Closing Date or the Option Closing Date and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount number of Securities set forth opposite the names of all the remaining Underwriters) the Preferred Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed ten percent (10% %) of the Firm Securitiesliquidation amount of Preferred Securities the Underwriters are obligated to purchase on such Closing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Representative may make arrangements for the purchase of such SecuritiesPreferred Securities by other persons, then including any of the Company Underwriters, but if no such arrangements are made by such Closing Date or Option Closing Date the nondefaulting Underwriters shall be entitled obligated severally, in proportion to a further period their respective commitments hereunder, to purchase the Preferred Securities such defaulting Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters so default and the liquidation amount of one Business Day within Preferred Securities with respect to which to procure another party such default or parties reasonably defaults occur is greater than the above percentage and arrangements satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange Representative for the purchase of all of the such Preferred Securities to which a default relates as provided in this Section 10by other person are not made within thirty-six (36) hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting nondefaulting Underwriter or the Company, except as to the extent provided in Section 12 (provided that if such 11. If Preferred Securities to which a default occurs with respect relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the Closing Date or Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine case may be, for not more than seven (7) business days in order that the required changes necessary changes, if any, in the Registration Statement Statement, Prospectus, and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non- 27 -defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more of ------------------------ the Underwriters shall fail (other than for a reason suffi- cient to justify the termination of this Agreement) to purchase and pay for any of on the Closing Date the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure Underwriters, the Represen- tatives may find one or more substitute underwriters to purchase shall constitute a default in such Securities or make such other arrangements as the performance Representatives may deem advisable or one or more of its or their obligations under this Agreement, the remaining Underwriters may agree to purchase such Securities in such proportions as may be approved by the Representa- tives in each case upon the terms herein set forth. If no such arrangements have been made within 24 hours after the Closing Date, and (a) the aggregate principal amount of Securities to be purchased by the defaulting Underwriters on the Closing Date shall not exceed 10% of the total princi- pal amount of Securities that the Underwriters are obligated to purchase on the Closing Date, each of the nondefaulting Underwriters shall be obligated severally to take up and pay for purchase such Securities on the terms herein set forth in proportion to their respective obligations hereun- der; or (in b) the respective proportions that the aggregate principal amount of Securities set forth opposite their names in Schedule I hereto bears to be purchased by the aggregate defaulting Underwriters on the Closing Date shall exceed 10% of the total principal amount of Securities that the Underwriters are obligated to purchase on the Closing Date, the Company shall be entitled to an additional period of 24 hours within which to find one or more substitute underwriters satisfactory to the Representatives to purchase such Securities upon the terms set forth opposite herein. In any such case, either the names Representatives or the Company shall have the right to postpone the Closing Date for a period of all not more than five business days in order that the remaining Underwriters) necessary changes and arrangements may be effected by the Representatives and the Company. If the aggregate principal amount of Securities to be purchased on the Closing Date by such defaulting Underwriter or Under- writers shall exceed 10% of the total principal amount of Securities that the Underwriters are obligated to purchase on the Closing Date, and neither the nondefaulting Under- writers nor the Company shall make arrangements pursuant to this Section 10 within the period stated for the purchase of the Securities that the defaulting Underwriter or Underwriters Underwrit- ers agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, nondefaulting Under- writer to the Company and without liability on the part of the Company except, in both cases, as provided in Sec- tions 6(i) and 9 hereof. The provisions of this Section 10 shall not in any non-way affect the liability of any defaulting Underwriter to the Company or the nondefaulting Underwriters arising out of such default. A substitute underwriter hereunder shall become an Underwriter for damages occasioned by its default hereunderall purposes of this Agreement.

Default of Underwriters. If any one or more Underwriters shall fail Underwriter defaults in its obligation to purchase any Designated Capital Securities, hereunder and pay for any if the total number of such Designated Capital Securities which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the Securities agreed total number of the Designated Capital Securities, to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in sold hereunder, then the performance of its or their obligations under this Agreement, the remaining nondefaulting Underwriters shall be obligated severally to take up and pay for purchase (in the respective proportions that which the amount number of such Designated Capital Securities set forth opposite their names the name of each non-defaulting Underwriter in Schedule I I, hereto bears to the aggregate amount total number of such Designated Capital Securities set forth opposite the names of all the remaining non-defaulting Underwriters) ), the Designated Capital Securities that the which such defaulting Underwriter or Underwriters agreed but failed to purchase; provided. If any Underwriter so defaults and the total number of Designated Capital Securities, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter with respect to which such default or Underwriters agreed but failed to purchase shall exceed 10% defaults occur is more than ten percent of the Firm Securitiestotal number of such Designated Capital Securities to be sold hereunder, and arrangements satisfactory to the remaining other Underwriters shall have and the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Offerors for the purchase of such Designated Capital Securities by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Designated Capital Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any on the part of the non-defaulting Underwriter Underwriters or the CompanyOfferors except for (i) the provisions of Section 8 hereof, except as provided in and (ii) the expenses to be paid or reimbursed by the Offerors pursuant to Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected5. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 9. Nothing contained in this Agreement herein shall relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any one Underwriter or more Underwriters shall fail default in their obligations to purchase Notes pursuant to this Agreement and pay the number of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent (10%) or less of the number of Notes that the Underwriters are obligated to purchase, the Underwriters may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Securities agreed to be purchased Underwriters, but if no such arrangements are made by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, Closing Date the remaining non-defaulting Underwriters shall be obligated severally severally, in proportion to take up and pay for (in their respective commitments hereunder to purchase the respective proportions Notes that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting . If any Underwriter or Underwriters agreed but failed so default and the number of Notes with respect to purchase shall exceed 10% of which such default or defaults occur is more than the Firm Securities, above-described amount and arrangements satisfactory to the remaining Underwriters shall have and the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange Company for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day Notes by other persons are not made within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10thirty-six hours after such default, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if 8. In any such default occurs with respect case either Barclays or the Company shall have the right to Option Securities after postpone the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the but in no event of a default by any Underwriter as set forth in this Section 10for longer than seven days, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing contained in herein will relieve a defaulting Underwriter from liability for its default. If this Agreement shall relieve be terminated by the Underwriters because of any defaulting Underwriter failure or refusal on the part of its liability, if any, to the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the reasonable fees and any non-defaulting Underwriter for damages occasioned disbursements of their counsel) reasonably incurred by its default the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. If any one or more of the Underwriters shall fail (other than for a reason sufficient to justify the termination of this Agreement) to purchase and pay for any on the Closing Date the number of the Purchased Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementUnderwriters, the remaining Underwriter or Underwriters may find one or more substitute underwriters to purchase such Purchased Securities or make such other arrangements as they may deem advisable or one or more of the remaining Underwriters may agree to purchase such Purchased Securities in such proportions as may be approved by the remaining Underwriter or Underwriters, in each case upon the terms herein set forth. If no such arrangements have been made within 24 hours after the Closing Date, and (a) the aggregate number of Purchased Securities to be purchased by the defaulting Underwriter or Underwriters shall not exceed 10% of the total number of Purchased Securities, each of the non-defaulting Underwriters shall be obligated severally to take up and pay for (in purchase such Purchased Securities on the respective proportions that the amount of Securities terms herein set forth opposite in proportion to their names in Schedule I hereto bears respective obligations hereunder, or (b) the aggregate number of Purchased Securities to be purchased by the defaulting Underwriter or Underwriters shall exceed 10% of the total number of Purchased Securities, the Company shall be entitled to an additional period of 24 hours within which to find one or more substitute underwriters satisfactory to the aggregate amount of Securities remaining Underwriter or Underwriters to purchase such Purchased Securities, upon the terms set forth opposite herein. In any such case, the names Underwriters or the Company shall have the right to postpone the Closing Date for a period of all not more than seven business days in order that necessary changes and arrangements may be effected. If the remaining Underwriters) aggregate number of Purchased Securities to be purchased by such defaulting Underwriters shall exceed 10% of the total number of Purchased Securities, and neither the non-defaulting Underwriters nor the Company shall make arrangements pursuant to this Section 10 within the period stated for the purchase of the Purchased Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or and without liability on the part of the Company, except except, in each case, as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing DateSections 6(l), this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)7, 8 and 9 hereof. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date 10 shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, way affect the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve liability of any defaulting Underwriter of its liability, if any, to the Company and any or the non-defaulting Underwriters arising out of such default. A substitute underwriter hereunder shall become an Underwriter for damages occasioned by its default hereunderall purposes of this Agreement.

Default of Underwriters. If any one or more It shall be a condition ----------------------- to this Agreement and the obligations of the Company and the Selling Stockholder to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as provided in this paragraph, each of the Underwriters shall fail to purchase and pay for any of all the Securities Common Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears upon tender to the aggregate amount of Securities set forth opposite the names Representatives of all such shares in accordance with the remaining Underwriters) the Securities that the defaulting terms hereof. If any Underwriter or Underwriters agreed but failed default in their obligations to purchase; provided, however, that in purchase Common Shares hereunder on either the event that First Closing Date or the Second Closing Date and the aggregate amount number of Securities that the Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase shall on such Closing Date does not exceed 10% of the Firm Securitiestotal number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the remaining non-defaulting Underwriters shall have the right be obligated severally, in proportion to their respective commitments hereunder, to purchase all, the Common Shares which such defaulting Underwriters agreed but shall not be under any obligation failed to purchase any, of the Securitieson such Closing Date. If within one Business Day after any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default relating to occurs is more than 10% of the Firm Securities above percentage and arrangements satisfactory to the remaining Underwriters do not arrange Representatives and the Company for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day Common Shares by other persons are not made within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 1048 hours after such default, this Agreement will terminate without liability to on the part of any non-non- defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholder, except as for the expenses to be paid by the Company and the Selling Stockholder pursuant to Section 7 hereof and except to the extent provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)11 hereof. In the event of that Common Shares to which a default relates are to be purchased by any Underwriter as set forth in this Section 10the non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date shall be postponed for such period, not exceeding five Business Daysor the Second Closing Date, as the Representatives shall determine case may be, for not more than five business days in order that the required necessary changes in the Registration Statement Statement, Prospectus and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of from liability for its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If If, on the Initial Closing Date or 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 or they have agreed to purchase hereunder on such date, and pay for any the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the Securities agreed aggregate number of the Shares to be purchased on such date by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementall Underwriters, the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount number of Securities Firm Shares set forth opposite their respective names in Schedule I hereto bears bear to the aggregate amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as Lazard Freres & Co. LLC may specify, to purchase the remaining Underwriters) the Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to Section 4 be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Initial Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Shares and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date, and arrangements satisfactory to the Underwriters, the Company and the Selling Stockholders 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 nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid or reimbursed by the Company pursuant to Section 8 and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 9; provided, however, that in if the event that Underwriters shall have purchased any Shares on the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed Initial Closing Date prior to purchase shall exceed 10% such termination, then all representations and warranties of the Firm Securities, Company and the remaining Selling Stockholders set forth in or made pursuant to this Agreement and all obligations of the Company pursuant to Section 6 hereof shall survive such termination. In any such case either the Underwriters or the Company shall have the right to purchase all, but shall not be under any obligation to purchase any, of postpone the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate without liability to any non-defaulting Underwriter Initial Closing Date or the Company, except as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine case may be, but in no event for longer than seven days, in order that the required changes changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any non-defaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by purchase under the Terms Agreement relating to such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right Representatives may in their discretion arrange for themselves or another party or other parties to purchase all, but shall not be under any obligation to purchase any, of such Securities on the Securitiesterms contained herein. If within one Business Day thirty-six hours after such default relating to more than 10% of by any Underwriter the Firm Securities the remaining Underwriters Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the Representatives to purchase said Securitiessuch Securities on such terms. In the event that neither that, within the remaining Underwriters nor respective prescribed period, the Representatives notify the Company purchase or arrange that they have so arranged for the purchase of all such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Securities 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 as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. (b) If, after giving effect to any arrangements for the purchase of the Securities to which of a default relates defaulting Underwriter or Underwriters by the Representatives and the Company as provided in this Section 10subsection (a) above, this the aggregate number of such Securities which remains unpurchased does not exceed one-eleventh of the total number of Securities to be purchased at the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement, to purchase the Securities that such defaulting Underwriters agreed but failed to purchase. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased exceeds one-eleventh of the total number of Securities to be purchased at the Closing Date, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Securities of a defaulting Underwriter or Underwriters, such Terms Agreement will terminate without liability to on the part of any non-defaulting nondefaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 12 (4(g) hereof and the indemnity and contribution agreements as provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)in Section 6. In the event satisfactory arrangements for the purchase of a default by any Underwriter as set forth in this Section 10such Securities are made within 36 hours of such default, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of its liability, if any, to the Company and or any non-defaulting Underwriter for damages occasioned by its default hereunder. The foregoing obligations and agreements set forth in this Section will not apply if the Terms Agreement specifies that such obligations and agreements will not apply.

Default of Underwriters. If any one or more of the Underwriters shall fail at the Time of Delivery to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter Bonds which it or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed they are obligated to purchase shall exceed 10% of hereunder (the Firm Securities"Defaulted Bonds"), then the remaining Underwriters Representatives shall have the right right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but shall not be under any obligation to purchase anyless than all, of the SecuritiesDefaulted Bonds in such amounts as may be agreed upon and upon the terms herein set forth. If within one Business Day after If, however, during such default relating to more than 10% of 24 hours the Firm Securities the remaining Underwriters do Representatives shall not arrange have completed such arrangements for the purchase of such Securitiesall of the Defaulted Bonds, then the Company shall be entitled to a further period of one Business Day 24 hours within which to procure another party or parties reasonably satisfactory to you the Representatives to purchase said Securitiesall of such Defaulted Bonds on such terms. In the event that neither the remaining Underwriters nor the Company purchase or arrange If, after giving effect to any arrangements for the purchase of all Defaulted Bonds by the Representatives and the Company as provided above, then: (a) if the amount of Defaulted Bonds does not exceed 10% of the Securities aggregate principal amount of the Bonds being sold hereunder, the non-defaulting Underwriters shall be obligated to which a default relates as provided purchase severally the full amount thereof in this Section the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or 13 (b) if the amount of Defaulted Bonds exceeds 10% of the aggregate principal amount of the Bonds being sold hereunder, this the Underwriting Agreement will shall terminate without any liability to on the part of the Company or any non-defaulting Underwriter Underwriter. The termination of the Underwriting Agreement pursuant to this Section shall be without liability on the part of the Company or the Companyany of said non-defaulting Underwriters, except as provided for the respective obligations of the Company and the Underwriters pursuant to Section 8 and except that the Company shall be obligated to reimburse the Underwriters for their out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in Section 12 (provided that connection with the offering if the Underwriting Agreement could have been terminated by the Representatives pursuant to Sections 6 or 10(b). Nothing herein shall relieve any Underwriter so defaulting from liability, if any, for such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)default. In the event of a default by any Underwriter one or more Underwriters as set forth in this Section 10Section, either the Closing Date Representatives or the Company shall be postponed have the right to postpone the Time of Delivery for such period, an additional period not exceeding five Business Days, as the Representatives shall determine 7 days in order that the any required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any one or more of the Underwriters shall fail at the Time of Delivery to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter Bonds which it or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed they are obligated to purchase shall exceed 10% of hereunder (the Firm Securities12 17 "Defaulted Bonds"), then the remaining Underwriters Representatives shall have the right right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but shall not be under any obligation to purchase anyless than all, of the SecuritiesDefaulted Bonds in such amounts as may be agreed upon and upon the terms herein set forth. If within one Business Day after If, however, during such default relating to more than 10% of 24 hours the Firm Securities the remaining Underwriters do Representatives shall not arrange have completed such arrangements for the purchase of such Securitiesall of the Defaulted Bonds, then the Company shall be entitled to a further period of one Business Day 24 hours within which to procure another party or of parties reasonably satisfactory to you the Representatives to purchase said Securitiesall of such Defaulted Bonds on such terms. In the event that neither the remaining Underwriters nor the Company purchase or arrange If, after giving effect to any arrangements for the purchase of all Defaulted Bonds by the Representatives and the Company as provided above, then: (a) if the amount of Defaulted Bonds does not exceed 10% of the Securities aggregate principal amount of the Bonds being sold hereunder, the non-defaulting Underwriters shall be obligated to which a default relates as provided purchase severally the full amount thereof in this Section the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the amount of Defaulted Bonds exceeds 10% of the aggregate principal amount of the Bonds being sold hereunder, this the Underwriting Agreement will shall terminate without any liability to on the part of the Company or any non-defaulting Underwriter Underwriter. The termination of the Underwriting Agreement pursuant to this Section shall be without liability on the part of the Company or the Companyany of said non-defaulting Underwriters, except as provided for the respective obligations of the Company and the Underwriters pursuant to Section 8 and except that the Company shall be obligated to reimburse the Underwriters for their out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the offering if the Underwriting Agreement could have been terminated by the Representatives pursuant to Section 12 (provided that 6 or 10(b). Nothing herein shall relieve any Underwriter so defaulting from liability, if any, for such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)default. In the event of a default by any Underwriter one or more Underwriters as set forth in this Section 10Section, either the Closing Date Representatives or the Company shall be postponed have the right to postpone the Time of Delivery for such period, an additional period not exceeding five Business Days, as the Representatives shall determine 7 days in order that the any required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderSECTION 12.

Default of Underwriters. If any one or more of the Underwriters shall fail (other than for a reason sufficient to justify the termination of this Agreement) to purchase and pay for any on the Closing Date the number of the Purchased Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementUnderwriters, the remaining Underwriter or Underwriters may find one or more substitute underwriters to purchase such Purchased Securities or make such other arrangements as they may deem advisable or one or more of the remaining Underwriters may agree to purchase such Purchased Securities in such proportions as may be approved by the remaining Underwriter or Underwriters, in each case upon the terms herein set forth. If no such arrangements have been made within 24 hours after the Closing Date, and (a) the aggregate number of Purchased Securities to be purchased by the defaulting Underwriter or Underwriters shall not exceed 10% of the total number of Purchased Securities, each of the non-defaulting Underwriters shall be obligated severally to take up and pay for (in purchase such Purchased Securities on the respective proportions that the amount of Securities terms herein set forth opposite in proportion to their names in Schedule I hereto bears respective obligations hereunder, or (b) the aggregate number of Purchased Securities to be purchased by the defaulting Underwriter or Underwriters shall exceed 10% of the total number of Purchased Securities, the Partnership shall be entitled to an additional period of 24 hours within which to find one or more substitute underwriters satisfactory to the aggregate amount of Securities remaining Underwriter or Underwriters to purchase such Purchased Securities, upon the terms set forth opposite herein. In any such case, the names Underwriters or the Partnership shall have the right to postpone the Closing Date for a period of all not more than seven business days in order that necessary changes and arrangements may be effected. If the remaining Underwriters) aggregate number of Purchased Securities to be purchased by such defaulting Underwriters shall exceed 10% of the total number of Purchased Securities, and neither the non-defaulting Underwriters nor the Partnership shall make arrangements pursuant to this Section 10 within the period stated for the purchase of the Purchased Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or and without liability on the Companypart of the Partnership, except except, in each case, as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing DateSections 6(l), this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)7, 8 and 9 hereof. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date 10 shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, way affect the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve liability of any defaulting Underwriter of its liability, if any, to the Company and any Partnership or the non-defaulting Underwriters arising out of such default. A substitute underwriter hereunder shall become an Underwriter for damages occasioned by its default hereunderall purposes of this Agreement.

Default of Underwriters. If any one or more of the Underwriters shall fail (other than for a reason sufficient to justify the termination of this Agreement) to purchase and pay for any on the Closing Date the number of the Purchased Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementUnderwriters, the remaining Underwriter or Underwriters may find one or more substitute underwriters to purchase such Purchased Securities or make such other arrangements as they may deem advisable, or one or more of the remaining Underwriters may agree to purchase such Purchased Securities in such proportions as may be approved by the Representatives or the remaining Underwriter or Underwriters, in each case upon the terms herein set forth. If no such arrangements have been made within 24 hours after the Closing Date, and (a) the aggregate number of Purchased Securities to be purchased by the defaulting Underwriter or Underwriters shall not exceed 10% of the total number of Purchased Securities, each of the non-defaulting Underwriters shall be obligated severally to take up and pay for (in purchase such Purchased Securities on the respective proportions that the amount of Securities terms herein set forth opposite in proportion to their names in Schedule I hereto bears respective obligations hereunder, or (b) the aggregate number of Purchased Securities to be purchased by the defaulting Underwriter or Underwriters shall exceed 10% of the total number of Purchased Securities, the Corporation shall be entitled to an additional period of 24 hours within which to find one or more substitute underwriters satisfactory to the aggregate amount of Securities Representatives or the remaining Underwriter or Underwriters to purchase such Purchased Securities, upon the terms set forth opposite herein. In any such case, the names Underwriters or the Corporation shall have the right to postpone the Closing Date for a period of all not more than seven business days in order that necessary changes and arrangements may be effected. If the remaining Underwriters) aggregate number of Purchased Securities to be purchased by such defaulting Underwriters shall exceed 10% of the total number of Purchase Securities, and neither the non-defaulting Underwriters nor the Corporation shall make arrangements pursuant to this Section 10 within the period stated for the purchase of the Purchased Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or and without liability on the Companypart of the Corporation, except except, in each case, as provided in Section 12 (provided that if such default occurs with respect to Option Securities after the Closing DateSections 6(l), this Agreement will not terminate as to the Firm Securities or any Option Securities purchased prior to such termination)7, 8 and 9 hereof. In the event The provisions of a default by any Underwriter as set forth in this Section 10, the Closing Date 10 shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, way affect the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve liability of any defaulting Underwriter of its liability, if any, to the Company and any Corporation or the non-defaulting Underwriters arising out of such default. A substitute underwriter hereunder shall become an Underwriter for damages occasioned by its default hereunderall purposes of this Agreement.