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 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 Shares or Option Shares hereunder and pay for any the aggregate number of such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent (10%) or less of the Securities agreed aggregate number of Firm Shares or Option Shares 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 Representative for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are made by the 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 Firm Shares or Option Shares 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, . If one or more Underwriters so default with respect to an aggregate number of Shares that in the event that is more than ten percent (10%) of the aggregate amount number of Securities that Firm Shares or Option Shares, as the defaulting Underwriter or Underwriters agreed but failed case may be, to purchase shall exceed 10% be purchased by all of the Firm SecuritiesUnderwriters at such time hereunder, and if arrangements satisfactory to the remaining Underwriters shall have the right to purchase all, but shall Representative are not be under any obligation to purchase any, of the Securities. If made within one Business Day thirty-six (36) hours 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 by other persons (who may include 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 more of the Securities nondefaulting Underwriters, including the Representative) of the Shares 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 nondefaulting Underwriter or and 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 Closing Date shall be postponed for such period, not exceeding five Business Daysor Option Closing Date, as the Representatives shall determine case may be, established as provided in Section 9 hereof for not more than seven (7) 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 Shares or in any other documents or arrangements Option Shares, 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 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 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 Debentures which it has agreed to be purchased by purchase and pay for hereunder, and the aggregate principal amount of Debentures 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 Debentures, 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 Debentures set forth opposite their names in Schedule I Exhibit 1 hereto bears bear to the aggregate principal amount of Securities Debentures set forth opposite the names of all such non- defaulting Underwriters, to purchase the remaining Underwriters) the Securities that the Debentures 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 Debentures 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 Debentures without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Debentures and the aggregate principal amount of Debentures with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Debentures then the Company shall have the right (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, howeverand, that in addition, the event that the aggregate principal amount of Securities Debentures 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 Securitiesrespective principal amounts of Debentures 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 Debentures 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 Debentures, 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 Debentures 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 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 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 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. 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 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. (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 of such US Notes, or NRPLC notifies 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 that it has so arranged for the purchase of such US Notes, the non-defaulting Underwriters or NRPLC shall have the Company, except as provided in Section 12 (provided that if such default occurs with respect right 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 perioda period of time agreed by the Lead Underwriters and NRPLC acting reasonably, not exceeding five Business Days, as the Representatives shall determine in order that the required to effect whatever changes in the Registration Statement and the Prospectus or may thereby be made necessary in any other documents or arrangements may relating to the offering and sale of the US Notes. Any substitute purchaser of US Notes pursuant to this paragraph shall be effected. As used in deemed to be an Underwriter, for purposes of this Agreement, in connection with the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter offering and sale of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderUS Notes.

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 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 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 [Senior Notes] which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of [Senior Notes] which such defaulting Under- writer or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in aggregate principal amount of the performance of its or their obligations under this Agreement[Senior 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 [Senior Notes] set forth opposite their names in Schedule I Exhibit 1 hereto bears bear to the aggregate principal amount of Securities [Senior Notes] set forth opposite the names of all such non-defaulting Underwriters, to purchase the remaining Underwriters) the Securities that the [Senior 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 [Senior 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 [Senior Notes] without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase [Senior Notes] and the aggregate principal amount of [Senior Notes] with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the [Senior 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 [Senior 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 [Senior 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 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 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)9 hereof. In the event of a any default by any Underwriter one or more Underwriters as set forth described in this Section 108, 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 of this Agreement 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 8. 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 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 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. If any one or more Underwriters shall fail default in their obligations to purchase Trust Preferred Securities hereunder and pay for any the aggregate number of such Trust Preferred Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the aggregate number of Trust Preferred Securities agreed 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 Representative for the purchase of such Trust Preferred Securities by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are made by the Closing Date, 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 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 Trust Preferred Securities that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, . If one or more Underwriters so default with respect to an aggregate number of Trust Preferred Securities that in the event that is more than ten percent of the aggregate amount number of Securities that Trust Preferred Securities, as the defaulting Underwriter or Underwriters agreed but failed case may be, to purchase shall exceed 10% be purchased by all of the Firm SecuritiesUnderwriters at such time hereunder, and if arrangements satisfactory to the remaining Underwriters shall have the right to purchase all, but shall Representative are not be under any obligation to purchase any, of the Securities. If 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 of such Securities, then the Company shall be entitled to a further period of by other persons (who may include 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 more of the nondefaulting Underwriters, including the Representative) of the Trust Preferred 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 nondefaulting Underwriter, the Company, except Trust and the 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 Closing Date shall be postponed Date, established as provided in Section 9 hereof for such period, not exceeding five Business Days, as the Representatives shall determine 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 or in any other documents or arrangements may be effectedTrust Preferred Securities. 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 default in their obligations to purchase Firm Shares or Option Shares hereunder and pay for any the aggregate number of such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the Securities agreed aggregate number of Firm Shares or Option Shares 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 Representative for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are made by the 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 Firm Shares or Option Shares 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, . If one or more Underwriters so default with respect to an aggregate number of Shares that in the event that is more than ten percent of the aggregate amount number of Securities that Firm Shares or Option Shares, as the defaulting Underwriter or Underwriters agreed but failed case may be, to purchase shall exceed 10% be purchased by all of the Firm SecuritiesUnderwriters at such time hereunder, and if arrangements satisfactory to the remaining Underwriters shall have the right to purchase all, but shall Representative are not be under any obligation to purchase any, of the Securities. If 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 of such Securities, then the Company shall be entitled to a further period of by other persons (who may include 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 more of the Securities nondefaulting Underwriters, including the Representative) of the Shares 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 nondefaulting Underwriter or and 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 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 9 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 Shares or in any other documents or arrangements Option Shares, 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 default in their obligations to purchase Firm Shares or Option Shares hereunder and pay for any the aggregate number of such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the Securities agreed aggregate number of Firm Shares or Option Shares 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 Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the 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 Firm Shares or Option Shares 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, . If one or more Underwriters so default with respect to an aggregate number of Shares that in the event that is more than ten percent of the aggregate amount number of Securities that Firm Shares or Option Shares, as the defaulting Underwriter or Underwriters agreed but failed case may be, to purchase shall exceed 10% be purchased by all of the Firm SecuritiesUnderwriters at such time hereunder, and if arrangements satisfactory to the remaining Underwriters shall have the right to purchase all, but shall Representatives are not be under any obligation to purchase any, of the Securities. If 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 of such Securities, then the Company shall be entitled to a further period of by other persons (who may include 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 more of the Securities non-defaulting Underwriters, including the Representatives) of the Shares 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)11 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 1 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 Shares or in any other documents or arrangements Option Shares, 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 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. 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 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 108, 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 1 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 8. 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 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 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 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 any one or more Underwriters Underwriter 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 Preferred Securities that it has agreed to purchase and pay for hereunder, and the number of Preferred Securities that such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in number of the performance of its or their obligations under this AgreementPreferred Securities, the remaining other Underwriters shall be obligated severally to take up purchase the Preferred Securities that such defaulting Underwriter agreed but failed or refused to purchase; provided that in no event shall the number of Preferred Securities that any Underwriter has agreed to purchase pursuant to Schedule I hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Preferred Securities without written consent of such Underwriter. If any Underwriter shall fail or refuse to purchase Preferred Securities and the number of Preferred Securities with respect to which such default occurs is more than one-tenth of the number of the Preferred Securities, the Offerors shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for (in the respective proportions number of Preferred Securities that it had severally agreed to purchase hereunder, and, in addition, 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 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 defaulting Underwriter or Underwriters agreed but shall have so failed to purchase shall exceed 10% up to an amount thereof equal to one-ninth of the Firm Securitiesrespective number of Preferred Securities that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the number of Preferred Securities that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall have the right not be obligated 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 pursuant to the Firm Securities or any Option Securities purchased prior to such terminationforegoing clause (a). In the event the Offerors shall exercise its rights under clause (a) and/or (b) above, the Offerors shall give written notice thereof to the Representatives within 24 hours (excluding any Saturday, Sunday, or legal holiday) of a default by the time when the Offerors learn of the failure or refusal of any Underwriter as set forth in this Section 10to purchase and pay for its respective number of Preferred Securities, and thereupon the Closing Date shall be postponed for such period, not exceeding five Business Daysthree business days, as the Representatives Offerors shall determine in order that determine. In the required changes in event the Registration Statement Offerors shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Offerors shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Offerors, this Underwriting Agreement will, unless otherwise agreed by the Offerors and the Prospectus or non-defaulting Underwriters, terminate without liability on the part of any non-defaulting party except as otherwise provided in any other documents or arrangements may be effectedparagraph (g) of Section 6 and in Section 10. 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 Underwriter for damages occasioned by its default hereunderunder this Underwriting 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 may be effected. As used in this Agreementarrangements, and the term “Underwriter” includes Companies and the Trust agree to file promptly any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, amendments to the Company and any Registration Statement or the Prospectus that in the opinion of such non-defaulting Underwriter for damages occasioned by its default hereunderUnderwriters may thereby be made necessary.

Default of Underwriters. If any one or more Underwriters shall fail default in their obligations to purchase Firm Shares or Option Shares hereunder and pay for any the aggregate number of such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent (10%) or less of the Securities agreed aggregate number of Firm Shares or Option Shares 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 Representative for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are made by the 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 27 -27- commitments hereunder to purchase the respective proportions Firm Shares or Option Shares 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, . If one or more Underwriters so default with respect to an aggregate number of Shares that in the event that is more than ten percent (10%) of the aggregate amount number of Securities that Firm Shares or Option Shares, as the defaulting Underwriter or Underwriters agreed but failed case may be, to purchase shall exceed 10% be purchased by all of the Firm SecuritiesUnderwriters at such time hereunder, and if arrangements satisfactory to the remaining Underwriters shall have the right to purchase all, but shall Representative are not be under any obligation to purchase any, of the Securities. If made within one Business Day thirty-six (36) hours 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 by other persons (who may include 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 more of the Securities nondefaulting Underwriters, including the Representative) of the Shares 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 nondefaulting Underwriter or and 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 Closing Date shall be postponed for such period, not exceeding five Business Daysor Option Closing Date, as the Representatives shall determine case may be, established as provided in Section 9 hereof for not more than seven (7) 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 Shares or in any other documents or arrangements Option Shares, 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 Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase under the Terms Agreement, the non-defaulting Underwriters may in their discretion arrange for one or more Underwriters shall fail or other parties to purchase and pay for any of such Securities on the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default terms contained in the performance of its or their obligations under this Terms 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 thirty-six (36) 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 Securities, then the Company KoFC 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 the non-defaulting Underwriters to purchase said Securitiessuch Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify KoFC that neither the remaining Underwriters nor the Company purchase or arrange they have so arranged for the purchase of all of such Securities, or KoFC notifies 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 that it has so arranged for the purchase of such Securities, the non-defaulting Underwriters or KoFC shall have the Company, except as provided in Section 12 (provided that if such default occurs with respect right 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 perioda period of not more than seven (7) days, 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 Statement, any Issuer Free Writing Prospectus or the Prospectus Prospectus, or in any other documents or arrangements arrangements, and KoFC agrees to file promptly any amendments to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus which in the opinion of the non-defaulting Underwriters may thereby be effectedmade necessary. As used in this Agreement, the The term “Underwriter” includes as used in this Section 8 shall include any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, Section 8 with like effect as if any, such person had originally been a party to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderTerms Agreement with respect to such Securities.

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 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. If any one or more Underwriters shall fail default in their obligations to purchase Firm Shares or Option Shares hereunder and pay for any the aggregate number of such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the Securities agreed aggregate number of Firm Shares or Option Shares 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 Representative for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the 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 Firm Shares or Option Shares 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, . If one or more Underwriters so default with respect to an aggregate number of Shares that in the event that is more than ten percent of the aggregate amount number of Securities that Firm Shares or Option Shares, as the defaulting Underwriter or Underwriters agreed but failed case may be, to purchase shall exceed 10% be purchased by all of the Firm SecuritiesUnderwriters at such time hereunder, and if arrangements satisfactory to the remaining Underwriters shall have the right to purchase all, but shall Representative are not be under any obligation to purchase any, of the Securities. If 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 of such Securities, then the Company shall be entitled to a further period of by other persons (who may include 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 more of the Securities non-defaulting Underwriters, including the Representative) of the Shares 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 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 Shares or in any other documents or arrangements Option Shares, 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 hereunder.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 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. 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 Underwriter defaults in its obligation to purchase Shares hereunder and pay for any if the total number of Shares that such defaulting Underwriter agreed but failed to purchase is ten percent or less of the Securities agreed total number of Shares 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 Agreementsold hereunder, the remaining non-defaulting Underwriters shall be obligated severally and not jointly to take up and pay for purchase (in the respective proportions that which the amount number of Securities Shares set forth opposite their names the name of each non-defaulting Underwriter in Schedule I hereto bears to the aggregate amount total number of Securities Shares set forth opposite the names of all the remaining Underwriters) non-defaulting Underwriters or in such other proportions as the Securities Representatives may specify), the Shares that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in . If any Underwriter so defaults and the event that the aggregate amount total number of Securities that the defaulting Underwriter Shares 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 Shares 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 Company for the purchase of such SecuritiesShares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, then this Agreement, insofar as it relates to 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 sale of the Securities to which a default relates as provided in this Section 10Shares, this Agreement will terminate without liability to any on the part of the non-defaulting Underwriter Underwriters or the CompanyCompany except for (i) the provisions of SECTION 6 hereof, except as provided in Section 12 and (provided that if such default occurs with respect ii) the expenses to Option Securities after be paid or reimbursed by the Closing Date, this Agreement will not terminate as Company pursuant 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 effectedSECTION 4(i) hereof. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSECTION 7. Nothing contained In any such case, the Representatives shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in this Agreement shall relieve any defaulting Underwriter of its liabilityno event longer then seven (7) days, in order that the required changes, if any, to in the Company Registration Statement and Prospectus or in any non-other documents or agreements may be made. Nothing herein shall relieve a defaulting Underwriter from liability for damages occasioned by its default hereunder.

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 may be effected. As used in this Agreementarrangements, and the term “Underwriter” includes Companies and the Trust agree to file promptly any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, amendments to the Company and any Registration Statement or the Prospectus that in the opinion of such non-defaulting Underwriter for damages occasioned by its default hereunderUnderwriters may thereby be made necessary.

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)11 hereof. In the event of a any default by any Underwriter one or more Underwriters as set forth described in this Section 10, 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 10. 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 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 Representatives 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 Representatives), 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 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 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 Representative for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), 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 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 Underwriter, the Company or the Company, except Manager 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 Option Securities, as the case may be. In the event of any such default, the Company shall have the right to postpone the Firm Closing Date or the Option Closing Date, as the case may be, in order to enable the Company to call and hold an in-person meeting of the directors to approve of any other documents or arrangements may be effectedsubstitute underwriters as required by Section 15 of the Investment Company Act. 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 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. (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 anyDollar 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 Dollar 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 SecuritiesDollar 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 Dollar 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 of such Dollar Notes, or NRPLC notifies 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 that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the Company, except as provided in Section 12 (provided that if such default occurs with respect right 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 perioda period of time agreed by the Lead Underwriters and NRPLC acting reasonably, not exceeding five Business Days, as the Representatives shall determine in order that the required to effect whatever changes in the Registration Statement and the Prospectus or may thereby be made necessary in any other documents or arrangements may relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be effected. As used in deemed to be an Underwriter, for purposes of this Agreement, in connection with the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve any defaulting Underwriter offering and sale of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderDollar Notes.

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 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. (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 defaulting Underwriter of its liability, person substituted under this Section 9 with like effect as if any, such person had originally been a party to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderthis Agreement with respect to such Securities.

Default of Underwriters. If any one or more It shall be a condition to the agreement and obligation of the Company and each of the Selling Stockholders 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 Company 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 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, 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 and the event that neither the remaining Underwriters nor 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 nondefaulting Underwriter or the CompanyCompany or the Selling Stockholders, except as for the expenses to be paid by the Company pursuant to Section 8 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)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 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 shall fail default in their obligations to purchase Firm Shares or Option Shares hereunder and pay for any the aggregate number of such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent (10%) or less of the Securities agreed aggregate number of Firm Shares or Option Shares 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 Representative for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the 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 Firm Shares or Option Shares 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, . If one or more Underwriters so default with respect to an aggregate number of Shares that in the event that is more than ten percent (10%) of the aggregate amount number of Securities that Firm Shares or Option Shares, as the defaulting Underwriter or Underwriters agreed but failed case may be, to purchase shall exceed 10% be purchased by all of the Firm SecuritiesUnderwriters at such time hereunder, and if arrangements satisfactory to the remaining Underwriters shall have the right to purchase all, but shall Representative are not be under any obligation to purchase any, of the Securities. If made within one Business Day thirty-six (36) hours 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 by other persons (who may include 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 more of the Securities non-defaulting Underwriters, including the Representative) of the Shares 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 and 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 Closing Date shall be postponed for such period, not exceeding five Business Daysor Option Closing Date, as the Representatives shall determine case may be, established as provided in Section 9 hereof for not more than seven (7) 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 Shares or in any other documents or arrangements Option Shares, 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 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 Securities which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Securities which such defaulting Underwriter agreed but failed or refused to purchase is not more than one- tenth of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in aggregate principal amount of the performance of its or their obligations under this AgreementSecurities, the remaining other Underwriters shall be obligated severally to take up purchase the Securities which such defaulting Underwriter agreed but failed or refused to purchase; provided that in no event shall the principal amount of Securities which any Underwriter has agreed to purchase pursuant to Schedule I hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of Securities without written consent of such Underwriter. If any Underwriter shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Securities, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for (in the respective proportions that the principal amount of Securities set forth opposite their names that it had severally agreed to purchase hereunder, and, in Schedule I hereto bears to addition, 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 principal amount of 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 Securitiesrespective principal amount of Securities that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Securities that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall have the right not be obligated 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 pursuant to the Firm Securities or any Option Securities purchased prior to such terminationforegoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of a default by the time when the Company learns of the failure or refusal of any Underwriter as set forth in this Section 10to purchase and pay for its respective principal amount of Securities, and thereupon the Closing Date shall be postponed for such period, not exceeding five Business Daysthree business days, as the Representatives Company shall determine in order that determine. In the required changes in event the Registration Statement Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement will, unless otherwise agreed by the Company and the Prospectus or non- defaulting Underwriters, terminate without liability on the part of any non-defaulting party except as otherwise provided in any other documents or arrangements may be effectedparagraph (g) of Section 6 and in Section 10. 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 Underwriter for damages occasioned by its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any one or more Underwriters shall fail default in their obligations to purchase Firm Shares or Option Shares hereunder and pay for any the aggregate number of such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten (10%) percent or less of the Securities agreed aggregate number of Firm Shares or Option Shares 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 Representative for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are made by the 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 Firm Shares or Option Shares 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, . If one or more Underwriters so default with respect to an aggregate number of Shares that in the event that is more than ten (10%) percent of the aggregate amount number of Securities that Firm Shares or Option Shares, as the defaulting Underwriter or Underwriters agreed but failed case may be, to purchase shall exceed 10% be purchased by all of the Firm SecuritiesUnderwriters at such time hereunder, and if arrangements satisfactory to the remaining Underwriters shall have the right to purchase all, but shall Representative are not be under any obligation to purchase any, of the Securities. If 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 of such Securities, then the Company shall be entitled to a further period of by other persons (who may include 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 more of the Securities nondefaulting Underwriters, including the Representative) of the Shares 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 nondefaulting Underwriter or and 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 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, for not more than seven (7) 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 Shares or in any other documents or arrangements Option Shares, 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 It shall be a condition to this Agreement and to the obligations of the Company to sell and deliver the Shares hereunder, and to the obligations of each Underwriter to purchase the Shares 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 Securities Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any 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, to purchase Shares hereunder on either the remaining Underwriters shall be obligated severally to take up First Closing Date or the Second 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 Securities Shares 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 Securitiestotal number of Shares 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 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 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 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 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 Shares to which a default occurs with respect relates are to Option Securities after be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First or Second 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 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 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 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 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 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 Representatives 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 Representatives), 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 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 (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 any person substituted includes, for an Underwriter under this Section. Nothing contained in all purposes of this Agreement shall relieve unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 8, purchases Offered Securities that a defaulting Underwriter of its liabilityagreed, if anybut subsequently failed, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunderpurchase.

Default of Underwriters. If If, at any Closing, any one or more of the ----------------------- Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and pay for any the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the Securities agreed aggregate number of the Shares to be purchased by on such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date or the related Option Closing Date, as the case may be, the 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 1 hereto bears 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 the remaining Underwriters) Representatives may specify, to purchase the Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase; providedpurchase on such date. If, howeverat the First Closing, that in the event that the aggregate amount of Securities that the defaulting 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 ten per cent of the aggregate number of Firm SecuritiesShares to be purchased, and arrangements satisfactory to the Representatives, the remaining Underwriters Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or any Selling Stockholder. In any such case either the Representatives or the Company shall have the right to purchase allpostpone the Closing, but shall not be under any obligation to purchase anyin no event for longer than seven days, 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 changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Shares or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 8. Nothing contained in Any action taken under this Agreement Section 8 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 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 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 If, at the Closing, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and pay for any the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the aggregate principal amount of Securities agreed to be purchased by on such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, 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 Closing Date, the other Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the principal amount of Securities set forth opposite their respective names in Schedule I II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the remaining Underwriters) Representatives may specify, to purchase the Securities that the which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase; providedpurchase on such date. If, howeverat the Closing, that in the event that any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities that the defaulting Underwriter or Underwriters agreed but failed with respect to purchase shall exceed 10% which such default occurs is more than ten per cent of the Firm Securitiesaggregate principal amount of Securities to be purchased, 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 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 1036 hours after such default, 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 case either the Representatives or the Company shall determine have the right to postpone the Closing, 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 SectionSection 11. Nothing contained in Any action taken under 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 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. 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 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 11 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Firm Securities Company or any Option Securities purchased prior to such termination)the Selling Securityholder for damages caused by its default. 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 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 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. 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. 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)11 hereof. In the event of a any default by any Underwriter one or more Underwriters as set forth described in this Section 10, 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 10. 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 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 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 nondefaulting 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 Underwriter, 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 shall fail Underwriter defaults in its obligation to purchase Shares hereunder and pay for any if the total number of Shares that such defaulting Underwriter agreed but failed to purchase is ten percent or less of the Securities agreed total number of Shares 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 Agreementsold hereunder, the remaining non-defaulting Underwriters shall be obligated severally and not jointly to take up and pay for purchase (in the respective proportions that which the amount number of Securities Shares set forth opposite their names the name of each non-defaulting Underwriter in Schedule I II hereto bears to the aggregate amount total number of Securities Shares set forth opposite the names of all the remaining Underwriters) non-defaulting Underwriters or in such other proportions as you may specify), the Securities Shares that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in . If any Underwriter so defaults and the event that the aggregate amount total number of Securities that the defaulting Underwriter Shares 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 Shares 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 Company 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 Shareholders for the purchase of such SecuritiesShares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, then this Agreement, insofar as it relates to 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 sale of the Securities to which a default relates as provided in this Section 10Shares, this Agreement will terminate without liability to any on the part of the non-defaulting Underwriter Underwriters or the CompanyCompany except for (i) the provisions of Section 8 hereof, except as provided in and (ii) the expenses to be paid or reimbursed by the Company 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(i) hereof. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 9. Nothing contained In any such case, you shall have the right to postpone the Closing Date, or the Option Closing Date, as the case may be, but in this Agreement shall relieve any defaulting Underwriter of its liabilityno event longer then seven (7) days, in order that the required changes, if any, to in the Company Registration Statement and Prospectus or in any non-other documents or agreements may be made. Nothing herein shall relieve a defaulting Underwriter from liability for damages occasioned by its default hereunder.

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 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 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 such Preferred Securities by other person are not made within 36 hours after such default, the provisions of Section 9 shall have no effect and the Company shall not be required to reimburse the Underwriters for any out-of-pocket expenses, and this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company, except to the extent provided in Section 11. If Preferred Securities to which a default relates as provided in this Section 10are to be purchased by the nondefaulting Underwriters or by another party or parties, this Agreement will terminate without liability to any non-defaulting Underwriter the Representatives or the Company, except as provided in Section 12 (provided that if such default occurs with respect 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 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 Underwriter 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 in this Section 10above, 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 hereunderterminated.

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 Dateprovisions of Section 7. Exhibit 1.3 ----------- 10. Effective Date of Agreement. --------------------------- If the Registration Statement is not effective at the time of execution of this Agreement, this Agreement will not terminate as to shall become effective on the Firm Securities or any Option Securities purchased prior to such termination). In Effective Date at the event of a default by any Underwriter as set forth in this Section 10, time 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 Commission declares the Registration Statement and effective. The Company shall immediately notify the Prospectus or in any other documents or arrangements may be effectedUnderwriters when the Registration Statement becomes effective. As used in If the Registration Statement is effective at the time of execution of this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing contained in this Agreement shall relieve become effective at the earlier of 11:00 a.m. Dallas, Texas time, on the first full business day following the day on which this Agreement is executed, or at such earlier time as the Representative shall release the Designated Preferred Securities for initial public offering. The Representative shall notify the Offerors immediately after it has taken any defaulting Underwriter action which causes this Agreement to become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Offerors, by notifying you or by you, as Representative of its liabilitythe several Underwriters, if anyby notifying either Offeror, to except that the Company provisions of Sections 5 and any non-defaulting Underwriter for damages occasioned by its default hereunder7 shall at all times be effective.

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 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 Representative for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), 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 within one Business Day Underwriters at such time hereunder, and if arrangements satisfactory to the Representative are not made prior to 5:00 p.m., New York City time, on the second business day 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 If, at the First Closing, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and pay for any the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the Securities agreed aggregate number of the Shares to be purchased by on such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date, the 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 1 hereto bears 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 the remaining Underwriters) Representatives may specify, to purchase the Securities that the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase; providedpurchase on such date. If, howeverat the First Closing, that in the event that the aggregate amount of Securities that the defaulting 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 ten per cent of the aggregate number of Firm SecuritiesShares to be purchased, and arrangements satisfactory to the Representatives, the remaining Underwriters Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or any Selling Stockholder. In any such case either the Representatives or the Company shall have the right to purchase allpostpone the Closing, but shall not be under any obligation to purchase anyin no event for longer than seven days, 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 changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Shares or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Underwriter” "UNDERWRITER" includes any person substituted for an Underwriter under this SectionSection 8. Nothing contained in Any action taken under this Agreement Section 8 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.