Common use of Default of Underwriters Clause in Contracts

Default of Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Certificates that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Shares or they have agreed to purchase Option Shares hereunder on such date, and the aggregate principal amount number of Certificates which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent (10%) or less of the aggregate principal amount number of CertificatesFirm Shares or Option Shares, as the case may be, to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse so default with respect to purchase Certificates which it or they have agreed to purchase hereunder on such date and an aggregate number of Shares that is more than ten percent (10%) of the aggregate principal amount number of Certificates Firm Shares or Option Shares, as the case may be, to be purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the Representative are not made within 48 hours after such default for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such defaultoccurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 11 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 10, the Company Representative shall have the right to postpone the Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 2 hereof for longer not more than seven days, (7) business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Shares or Option Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 10. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 9 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 8, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 of this Agreement for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 8. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has or they have agreed to purchase Trust Preferred Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Trust Preferred Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesTrust Preferred Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Trust Preferred Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Trust Preferred Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Trust Preferred Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative) of the Trust Preferred Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of nondefaulting Underwriter, the CompanyTrust and the Company other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representative shall have the right to postpone the Closing Date, but established as provided in no event Section 9 hereof for longer not more than seven days, business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus or Trust Preferred Securities. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Shares, or they have agreed to purchase Options Shares hereunder on such date, and the aggregate principal amount number of Certificates which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Shares or Option Shares to be purchased by all of the Underwriters at such time hereunder, the 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 Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Shares, or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. In the event of any default by one or refused to purchase on such date; provided that more Underwriters as described in no event shall the principal amount of 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 Certificates without 9, the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you or the Company Representative shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purpose and delivery of the Prospectus Firm Shares or Option Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken persons substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Shares or they have agreed to purchase Option Shares hereunder on such date, and the aggregate principal amount number of Certificates which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Shares or Option Shares to be purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Shares that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Shares or Option Shares, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Shares with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 11 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 11, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 1 hereof for longer not more than seven days, business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Shares or Option Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 11. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 10 hereof if the default is with respect to the Firm Closing Date and without liability for the Option Shares if such default is with respect to the Option Closing Date. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Shares or they have agreed to purchase Option Shares hereunder on such date, and the aggregate principal amount number of Certificates which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Shares or Option Shares to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Shares that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Shares or Option Shares, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or of and the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representative shall have the right to postpone the Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 9 hereof for longer not more than seven days, business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Shares or Option Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Units, or they have agreed to purchase Option Units hereunder on such date, and the aggregate principal amount number of Certificates which such Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Units or Option Units to be purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Units 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Units, or Option Units that such defaulting Underwriter or Underwriters agreed but failed to purchase. In the event of any default by one or refused to purchase on such date; provided that more Underwriters as described in no event shall the principal amount of 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 Certificates without 9, the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you or the Company Representative shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purpose and delivery of the Prospectus Firm Units or Option Units, as the case may be. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken persons substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, If any one Underwriter or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has or they have agreed to purchase Underwritten Notes hereunder on such date, and (i) the aggregate principal amount of Certificates which Class A‑2 Notes (in the case of the Class A‑2 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A‑2 Notes, (ii) the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally Class A‑3 Notes (in the proportions that case of the principal amount of Certificates Class A‑3 Underwriters) as set forth opposite their respective names in on Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall does not exceed 10% of the total principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date Class A‑3 Notes and (iii) the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth Class A‑4 Notes (in the case of the aggregate Class A‑4 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Certificates to be purchased on such date and the Class A‑4 Notes, the Representatives may make arrangements satisfactory to you the Seller and the Company TMCC for the purchase of such Certificates Class A‑2 Notes, Class A‑3 Notes or Class A‑4 Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class A‑2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑2 Notes, the non-defaulting Class A‑3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑3 Notes and the non-defaulting Class A‑4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑4 Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the Class A‑2 Notes, the Class A‑3 Notes or the Class A‑4 Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. 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 Agreementnon‑defaulting Underwriter, the Company will reimburse the Underwriters Seller or such Underwriters TMCC, except as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters provided in connection with this Agreement or the offering contemplated hereunder.Section 9 hereof. As

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Shares, or they have agreed to purchase Option Shares hereunder on such date, and the aggregate principal amount number of Certificates which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Shares or Option Shares to be purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Shares, or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. In the event of any default by one or refused to purchase on such date; provided that more Underwriters as described in no event shall the principal amount of 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 Certificates without 9, the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you or the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purpose and delivery of the Prospectus Firm Shares or Option Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken persons substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. IfIt 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, on and of each Underwriter to purchase the Closing DateShares hereunder, any one or more that, except as hereinafter in this paragraph provided, each of the Underwriters shall fail purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter or refuse Underwriters default in their obligations to purchase Certificates that it has or they have agreed to purchase Shares hereunder on such date, the First Closing Date and the aggregate principal amount number of Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10 percent of the aggregate principal amount total number of CertificatesShares which the Underwriters are obligated to purchase on the First Closing Date, the Representative may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally severally, in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifycommitments hereunder, to purchase the Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so default and the aggregate principal amount number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date above percentage and arrangements satisfactory to you the Representative, the Company and the Company Selling Stockholders for the purchase of such Certificates Shares by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or of the CompanyCompany or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 8 hereof and except to the extent provided in Section 12 hereof. In any such case either you the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date, but in no event Date for longer not more than seven days, business days in order that the required changes, if any, 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. Any action taken As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section shall not 13. Nothing herein will relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, (a) If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the Closing Date or any Option Closing Date, any one or more of as the Underwriters shall fail or refuse to purchase Certificates that it has or they have agreed to purchase hereunder on such datecase may be, and the aggregate principal amount number of Certificates which Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10.0% of the aggregate principal amount number of CertificatesShares the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally severally, and not jointly, in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifycommitments hereunder, to purchase the Certificates which Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such UnderwriterClosing Date. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so default and the aggregate principal amount number of Certificates Shares with respect to which such default occurs is more than one-tenth or defaults occur exceeds 10.0% of the aggregate principal amount total number of Certificates Shares that the Underwriters are obligated to be purchased purchase on such date Closing Date, and arrangements satisfactory to you the Representatives and the Company for the purchase of such Certificates Shares by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any , except as provided in Section 10 (provided that if such case either you or the Company shall have the right default occurs with respect to postpone Shares after the Closing Date, but in no event for longer this Agreement will not terminate as to the Shares purchased prior to termination). If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than seven days10.0% of the aggregate number of Additional Shares to be purchased on such Option Closing Date, in order the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the aggregate number of Additional Shares that the required changes, if any, such non-defaulting Underwriters would have been obligated to purchase in the Registration Statement and absence of such default. As used in this Agreement, the Prospectus or in term “Underwriter” also includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section shall not Section. Nothing herein will relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Shares or they have agreed to purchase Option Shares hereunder on such date, and the aggregate principal amount number of Certificates which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent (10%) or less of the aggregate principal amount number of CertificatesFirm Shares or Option Shares to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse so default with respect to purchase Certificates which it or they have agreed to purchase hereunder on such date and an aggregate number of Shares that is more than ten percent (10%) of the aggregate principal amount number of Certificates Firm Shares or Option Shares, as the case may be, to be purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the Representative are not made within thirty-six (36) hours after such default for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such defaultoccurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of and the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representative shall have the right to postpone the Closing Date or Option Closing Date, but as the case may be, established as provided in no event Section 9 hereof for longer not more than seven days, (7) business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Shares or Option Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on If any Underwriter defaults in its obligation to purchase Shares hereunder and if the Closing Date, any one total number of Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or more less of the total number of Shares to be sold hereunder, the non-defaulting Underwriters shall fail or refuse be obligated severally to purchase Certificates that it has or they have agreed (in the respective proportions which the number of Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to purchase hereunder on such date, and the aggregate principal amount total number of Certificates Shares set forth opposite the names of all the non-defaulting Underwriters) the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so defaults and the aggregate principal amount total number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent of the aggregate principal amount total number of Certificates Shares to be purchased on such date sold hereunder, and arrangements satisfactory to you the other Underwriters, the Company and the Company Selling Shareholder for the purchase of such Certificates Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement shall Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriter or of Underwriters, the Company. In any such case either you Company or the Selling Shareholder except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company shall have pursuant to Section 6 hereof. As used in this Agreement, the right to postpone the Closing Date, but in no event term "Underwriter" includes any person substituted for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken an Underwriter under this Section 9. Nothing herein shall not relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such 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 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. IfIt shall be a condition to the agreement and obligation of each of the Selling Stockholders to sell and deliver the Shares hereunder, on and of each Underwriter to purchase the Closing DateShares hereunder, any one or more that, except as hereinafter in this paragraph provided, each of the Underwriters shall fail purchase and pay for all 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 refuse Underwriters default in their obligations to purchase Certificates that it has or they have agreed to purchase Shares hereunder on such date, the First Closing Date and the aggregate principal amount number of Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10 percent of the aggregate principal amount total number of CertificatesShares which the Underwriters are obligated to purchase on the First Closing Date, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally severally, in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifycommitments hereunder, to purchase the Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so default and the aggregate principal amount number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date above percentage and arrangements satisfactory to you the Representatives, the Company and the Company Selling Stockholders for the purchase of such Certificates Shares by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or of the CompanyCompany or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 8 hereof and except to the extent provided in Section 12 hereof. In any such case either you the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date, but in no event Date for longer not more than seven days, business days in order that the required changes, if any, 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. Any action taken As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section shall not 13. Nothing herein will relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 11 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 10, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 10. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, If any one Underwriter or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has or they have agreed to purchase Underwritten Notes hereunder on such date, and [(i) the aggregate principal amount of Certificates which Class A-1 Notes (in the case of the Class A-1 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A-1 Notes, (ii) the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally Class A-2 Notes (in the proportions that case of the principal amount of Certificates Class A-2 Underwriters) as set forth opposite their respective names in on Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall does not exceed 10% of the total principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and Class A-2 Notes, (iii) the aggregate principal amount of Certificates with respect Class A-3 Notes (in the case of the Class A-3 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to which such default occurs is more than one-tenth purchase does not exceed 10% of the total principal amount of Class A-3 Notes, (iv) the aggregate principal amount of Certificates Class A-4 Notes (in the case of the Class A-4 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to be purchased purchase does not exceed 10% of the total principal amount of the Class A-4 Notes and (v) the aggregate principal amount of Class B Notes (in the case of the Class B Underwriters) as set forth on Schedule I that such date and defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class B Notes], the Representatives may make arrangements satisfactory to you the Seller and the Company TMCC for the purchase of such Certificates [Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or Class B Notes], as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, [the non-defaulting Class A-1 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-1 Notes, the non-defaulting Class A-2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-2 Notes, the non-defaulting Class A-3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-3 Notes, the non-defaulting Class A-4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-4 Notes, the non-defaulting Class B Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class B Notes,], in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the [Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes or the Class B Notes], as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter, the Seller or TMCC, except as provided in Section 9 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter or of the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section shall not Section. Nothing herein will relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Manager other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Firm Closing Date or the Option Closing Date, as the case may be, established as provided in Section 3 hereof for not more than seven business days in order that any necessary changes may be made in the arrangements or documents for the purchase and delivery of the CompanyFirm Securities or Option Securities, as the case may be. In the event of any such case either you or default, the Company shall have the right to postpone the Firm Closing Date or the Option Closing Date, but in no event for longer than seven daysas the case may be, in order that to enable the Company to call and hold an in-person meeting of the directors to approve of any substitute underwriters as required changesby Section 15 of the Investment Company Act. As used in this Agreement, if any, in the Registration Statement and the Prospectus or in term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on at the Closing DateClosing, any one or more of the Underwriters shall fail or refuse to purchase Certificates Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount of CertificatesSecurities to be purchased on such date, the 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 in the proportions that the principal amount of Certificates Securities set forth opposite their respective names in Schedule II hereto bears to the aggregate principal amount of Certificates Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representatives may specify, to purchase the Certificates Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall . If, at the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date Closing, any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date Securities and the aggregate principal amount of Certificates Securities with respect to which such default occurs is more than one-tenth ten per cent of the aggregate principal amount of Certificates Securities to be purchased on such date purchased, and arrangements satisfactory to you the Representatives and the Company for the purchase of such Certificates Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you the Representatives or the Company shall have the right to postpone the Closing DateClosing, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 11. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse Underwriter defaults in its obligation to purchase Certificates Shares hereunder and if the total number of Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount total number of CertificatesShares to be sold hereunder, the other non-defaulting Underwriters shall be obligated severally and not jointly to purchase (in the respective proportions that which the principal amount number of Certificates Shares set forth opposite their respective names the name of each non-defaulting Underwriter in Schedule II hereto bears to the aggregate principal amount total number of Certificates Shares set forth opposite the names of all such the non-defaulting Underwriters, Underwriters or in such other proportions as you may specify), to purchase the Certificates which Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so defaults and the aggregate principal amount total number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent of the aggregate principal amount total number of Certificates Shares to be purchased on such date sold hereunder, and arrangements satisfactory to you the other Underwriters and the Company and the Selling Shareholders for the purchase of such Certificates Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement shall Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5(i) hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter or of the Companyunder this Section 9. In any such case either case, you or the Company shall have the right to postpone the Closing Date, or the Option Closing Date, as the case may be, but in no event for longer than then seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements agreements may be effectedmade. Any action taken under this Section Nothing herein shall not relieve any a defaulting Underwriter from liability in respect of any for its 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the Company other than as provided in Section 11 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the CompanyCompany or the Selling Securityholder for damages caused by its default. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Shares or they have agreed to purchase Option Shares hereunder on such date, and the aggregate principal amount number of Certificates which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent (10%) or less of the aggregate principal amount number of CertificatesFirm Shares or Option Shares to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, 27 -27- commitments hereunder to purchase the Certificates which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse so default with respect to purchase Certificates which it or they have agreed to purchase hereunder on such date and an aggregate number of Shares that is more than ten percent (10%) of the aggregate principal amount number of Certificates Firm Shares or Option Shares, as the case may be, to be purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the Representative are not made within thirty-six (36) hours after such default for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such defaultoccurs, this Agreement shall will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or of and the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representative shall have the right to postpone the Closing Date or Option Closing Date, but as the case may be, established as provided in no event Section 9 hereof for longer not more than seven days, (7) business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Shares or Option Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of Underwriter, the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their ----------------------- obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 11 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their ----------------------- obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such 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 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Shares or they have agreed to purchase Option Shares hereunder on such date, and the aggregate principal amount number of Certificates which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Shares or Option Shares to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Shares that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Shares or Option Shares, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representative shall have the right to postpone the Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 4 hereof for longer not more than seven days, business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Shares or Option Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.default

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their ----------------------- obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 11 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 10, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 10. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, (a) If any one or more of the Underwriters Underwriter shall fail or refuse to purchase Certificates that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally default in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, its obligation to purchase the Certificates Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter it has agreed to purchase pursuant under the Terms Agreement, the non-defaulting Underwriters may in their discretion arrange for one or more Underwriters or other parties to this Agreement be increased pursuant to this Section 7 by an amount purchase such Securities on the terms contained in excess of one-ninth of such principal amount of Certificates without the written consent of such UnderwriterTerms Agreement. If on the Closing Date within thirty-six (36) hours after such default by any Underwriter or the non-defaulting Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company do not arrange for the purchase of such Certificates are not made Securities, then KoFC shall be entitled to a further period of thirty-six (36) hours within 36 hours after such default, this Agreement shall terminate without liability on which to procure another party or other parties satisfactory to the part of any non-defaulting Underwriter or of the CompanyUnderwriters to purchase such Securities on such terms. In any the event that, within the respective prescribed periods, the non-defaulting Underwriters notify KoFC that they have so arranged for the purchase of such case either you Securities, or KoFC notifies the Company non-defaulting Underwriters that it has so arranged for the purchase of such Securities, the non-defaulting Underwriters or KoFC shall have the right to postpone the Closing Date, but in no event Date for longer a period of not more than seven (7) days, in order that the required changes, if any, 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. Any action taken The term “Underwriter” as used in this Section 8 shall include any person substituted under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of 8 with like effect as if such Underwriter under this Agreement. If this Agreement shall be terminated by person had originally been a party to 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Terms Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderSecurities.

Default of Underwriters. If(a) If any Underwriter defaults in its obligation to purchase Shares at a Time of Delivery, on the Closing Date, any Representative may in its discretion arrange for one or more of the other Underwriters shall fail and/or one or refuse more other parties to purchase Certificates such Shares on the terms contained herein within thirty-six (36) hours after such default by any Underwriter. In the event that, within the respective prescribed period, the Representative notifies the Company that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company so arranged for the purchase of such Certificates are Shares, the Representative shall have the right to postpone a Time of Delivery for period of not more than seven (7) days in order to effect whatever changes may thereby be made within 36 hours necessary in the Prospectus or Registration Statement or with the FINRA OTC Bulletin Board application, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Prospectus that in the Representative's opinion may thereby be made necessary. (b) If, after such default, this Agreement shall terminate without liability on giving effect to any arrangements for the part purchase of any non-the Shares of a defaulting Underwriter or Underwriters by the Representative as provided in Section 9(a) above, if any, the aggregate number of such Shares which remain does not exceed one-eleventh (1/11) of the Company. In any aggregate number of Shares to be purchased at such case either you or Time of Delivery, then the Company shall have the right to postpone require each non-defaulting Underwriter to purchase the Closing Date, but in no event for longer than seven daysnumber of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in order that the required changesaddition, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section shall not relieve any to require each non-defaulting Underwriter from liability in respect to purchase its pro rata share (based on the number of any default Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting 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 Underwriters for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or which such Underwriters as arrangements have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereundernot been made.

Default of Underwriters. If, on If any Underwriter defaults in its obligation to purchase Shares hereunder and if the Closing Date, any one total number of Shares that such defaulting Underwriter agreed but failed to purchase is ten percent or more less of the total number of Shares to be sold hereunder, the non-defaulting Underwriters shall fail or refuse be obligated severally and not jointly to purchase Certificates (in the respective proportions which the number of Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total number of Shares set forth opposite the names of all the non-defaulting Underwriters or in such other proportions as the Representatives may specify), the Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so defaults and the aggregate principal amount total number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent of the aggregate principal amount total number of Certificates Shares to be purchased on such date sold hereunder, and arrangements satisfactory to you the other Underwriters and the Company for the purchase of such Certificates Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement shall Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriters or the Company except for (i) the provisions of SECTION 6 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to SECTION 4(i) hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter or of the Companyunder this SECTION 7. In any such case either you or case, the Company Representatives shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event for longer than then seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements agreements may be effectedmade. Any action taken under this Section Nothing herein shall not relieve any a defaulting Underwriter from liability in respect of any for its 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. IfIt shall be a condition to this Agreement and to the obligations of the Company to sell and deliver the Shares hereunder, on and to the Closing Dateobligations of each Underwriter to purchase the Shares in the manner described herein, any one or more that, except as hereinafter provided in this Section 12, each of the Underwriters (except a defaulting Underwriter) shall fail purchase and pay for all the 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 refuse Underwriters defaults in its or their obligations to purchase Certificates that it has or they have agreed to purchase Shares hereunder on such date, either the First Closing Date or the Second Closing Date and the aggregate principal amount number of Certificates which Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed ten percent (10% ) of the aggregate principal amount total number of CertificatesShares the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally severally, in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifycommitments hereunder, to purchase the Certificates which Shares such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such UnderwriterClosing Date. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so default and the aggregate principal amount number of Certificates Shares with respect to which such default occurs or defaults occur is more greater than one-tenth of the aggregate principal amount of Certificates to be purchased on such date above percentage and arrangements satisfactory to you and the Company Representatives for the purchase of such Certificates Shares by other persons are not made within 36 thirty-six (36) hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or of the Company, except to the extent provided in Section 11. In any such case either you If Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First or Second Closing Date, but in no event as the case may be, for longer not more than seven days, business days in order that the required changes, if any, 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. Any action taken As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section shall not 12. Nothing herein will relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in ----------------------- their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany or the Operating Partnership other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Shares or they have agreed to purchase Option Shares hereunder on such date, and the aggregate principal amount number of Certificates which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten (10%) percent or less of the aggregate principal amount number of CertificatesFirm Shares or Option Shares to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Shares that is more than one-tenth ten (10%) percent of the aggregate principal amount number of Certificates Firm Shares or Option Shares, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or of and the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representative shall have the right to postpone the Closing Date or the Option Closing Date, but in no event as the case may be, for longer not more than seven days, (7) business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Shares or Option Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 8, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 1 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 8. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on If any Underwriter defaults in its obligation to purchase Shares hereunder and if the Closing Date, any one total number of Shares that such defaulting Underwriter agreed but failed to purchase is ten percent or more less of the total number of Shares to be sold hereunder, the non-defaulting Underwriters shall fail or refuse be obligated severally and not jointly to purchase Certificates (in the respective proportions which the number of Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total number of Shares set forth opposite the names of all the non-defaulting Underwriters or in such other proportions as the Representatives may specify), the Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so defaults and the aggregate principal amount total number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent of the aggregate principal amount total number of Certificates Shares to be purchased on such date sold hereunder, and arrangements satisfactory to you the other Underwriters and the Company for the purchase of such Certificates Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement shall Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriters or the Company except for (i) the provisions of Section 6 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 4(i) hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter or of the Companyunder this Section 7. In any such case either you or case, the Company Representatives shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event for longer than then seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements agreements may be effectedmade. Any action taken under this Section Nothing herein shall not relieve any a defaulting Underwriter from liability in respect of any for its 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. If, on If any Underwriter defaults in its obligation to purchase Shares hereunder and if the Closing Date, any one total number of Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or more less of the total number of Shares to be sold hereunder, the non-defaulting Underwriters shall fail or refuse be obligated severally to purchase Certificates that it has or they have agreed (in the respective proportions which the number of Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to purchase hereunder on such date, and the aggregate principal amount total number of Certificates Shares set forth opposite the names of all the non-defaulting Underwriters) the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so defaults and the aggregate principal amount total number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent of the aggregate principal amount total number of Certificates Shares to be purchased on such date sold hereunder, and arrangements satisfactory to you the other Underwriters, the Company and the Company Selling Shareholders for the purchase of such Certificates Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement shall Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriter or of Underwriters, the Company. In any such case either you Company or the Selling Shareholders except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company shall have pursuant to Section 6 hereof. As used in this Agreement, the right to postpone the Closing Date, but in no event term "Underwriter" includes any person substituted for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken an Underwriter under this Section 9. Nothing herein shall not relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on (a) If any Underwriter defaults in its obligation to purchase Shares at the Closing Date or Option Closing Date, any one or more of the Representative may in its discretion arrange for the Underwriters shall fail or refuse another party or other parties to purchase Certificates such Shares on the terms contained herein within thirty-six (36) hours after such default by any Underwriter. In the event that, within the respective prescribed period, the Representative notifies the Company that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company so arranged for the purchase of such Certificates are not made within 36 hours after such defaultShares, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you or the Company Representative shall have the right to postpone the Closing Date or Option Closing Date, but in no event as the case may be, for longer a period of not more than seven days, (7) days in order that the required changes, if any, to effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus Prospectus, or in any other documents or arrangements arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus that in the Representatives’ opinion may thereby be effectedmade necessary. Any action taken The cost of preparing, printing and filing any such amendments shall be paid for by the Underwriters. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of with like effect as if 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 person had originally been a party to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselvessuch Shares. (b) If, severallyafter giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative as provided in subsection (a) above, if any, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh (1/11) of the aggregate number of Shares to be purchased at the Closing Date or Option Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Closing Date or Option Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by which such Underwriters in connection with this Agreement or the offering contemplated hereunderarrangements have not been made.

Default of Underwriters. If, on If any Underwriter defaults in its obligation to purchase Shares hereunder and if the Closing Date, any one total number of Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or more less of the total number of Shares to be sold hereunder, the non-defaulting Underwriters shall fail or refuse be obligated severally to purchase Certificates that it has or they have agreed (in the respective proportions which the number of Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to purchase hereunder on such datethe total number of Shares set forth opposite the names of all the non-defaulting Underwriters), and the aggregate principal amount of Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so defaults and the aggregate principal amount total number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent of the aggregate principal amount total number of Certificates Shares to be purchased on such date sold hereunder, and arrangements satisfactory to you the other Underwriters, the Company and the Company Selling Shareholders for the purchase of such Certificates Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement shall Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriter or of the Company. In any such case either you Underwriters or the Company shall have or the right Selling Shareholders except for (i) the provisions of Section 9 hereof, and (ii) the expenses to postpone be paid or reimbursed by the Closing DateCompany pursuant to Section 6. As used in this Agreement, but in no event the term "Underwriter" includes any person substituted for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken an Underwriter under this Section 10. Nothing herein shall not relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Dateat any Closing, any one or more of the ----------------------- Underwriters shall fail or refuse to purchase Certificates Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of Certificatesthe Shares to be purchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Certificates Firm Shares set forth opposite their respective names in Schedule II 1 hereto bears to the aggregate principal amount number of Certificates Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representatives may specify, to purchase the Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall . If, at the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date First Closing, any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date Firm Shares and the aggregate principal amount number of Certificates Firm Shares with respect to which such default occurs is more than one-tenth ten per cent of the aggregate principal amount number of Certificates Firm Shares to be purchased on such date purchased, and arrangements satisfactory to you the Representatives, the Company and the Company Selling Stockholders for the purchase of such Certificates 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 Underwriter, the Company or of the Companyany Selling Stockholder. In any such case either you the Representatives or the Company shall have the right to postpone the Closing DateClosing, but in no event for longer than seven days, in order that the required 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 Section 8. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse at the Time of Delivery to purchase Certificates that the amount of Bonds which it has or they have agreed are obligated to purchase hereunder (the "Defaulted Bonds"), then the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Bonds in such amounts as may be agreed upon and upon the terms herein set forth. If, however, during such 24 hours the Representatives shall not have completed such arrangements for the purchase of all of the Defaulted Bonds, then the Company shall be entitled to a further period of 24 hours within which to procure another party or parties satisfactory to the Representatives to purchase all of such Defaulted Bonds on such dateterms. If, after giving effect to any arrangements for the purchase of Defaulted Bonds by the Representatives and the aggregate principal Company as provided above, then: (a) if the amount of Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is Defaulted Bonds does not more than one-tenth exceed 10% of the aggregate principal amount of Certificatesthe Bonds being sold hereunder, the other non-defaulting Underwriters shall be obligated to purchase severally the full amount thereof in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears underwriting obligations hereunder bear to the aggregate principal amount of Certificates set forth opposite the names underwriting obligations of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase or (b) if the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth Defaulted Bonds exceeds 10% of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for Bonds being sold hereunder, the purchase of such Certificates are not made within 36 hours after such default, this Underwriting Agreement shall terminate without any liability on the part of the Company or any non-defaulting Underwriter. The termination of the Underwriting Agreement pursuant to this Section shall be without liability on the part of the Company or any of said non-defaulting Underwriter or Underwriters, except for the respective obligations of the CompanyCompany and the Underwriters pursuant to Section 8 and except that the Company shall be obligated to reimburse the Underwriters for their out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the offering if the Underwriting Agreement could have been terminated by the Representatives pursuant to Sections 6 or 10(b). Nothing herein shall relieve any Underwriter so defaulting from liability, if any, for such default. In the event of a default by any such case one or more Underwriters as set forth in this Section, either you the Representatives or the Company shall have the right to postpone the Closing Date, but in no event Time of Delivery for longer than seven days, an additional period not exceeding 7 days in order that the any required changes, if any, changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. If, on If any Underwriter defaults in its obligation to purchase Shares hereunder and if the Closing Date, any one total number of Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or more less of the total number of Shares to be sold hereunder, the non-defaulting Underwriters shall fail or refuse be obligated severally to purchase Certificates that it has or they have agreed (in the respective proportions which the number of Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to purchase hereunder on such datethe total number of Shares set forth opposite the names of all the non-defaulting Underwriters), and the aggregate principal amount of Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so defaults and the aggregate principal amount total number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent of the aggregate principal amount total number of Certificates Shares to be purchased on such date sold hereunder, and arrangements satisfactory to you the other Underwriters and the Company for the purchase of such Certificates Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement shall Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriter or of the Company. In any such case either you Underwriters or the Company shall have except for (i) the right provisions of Section 8 hereof, and (ii) the expenses to postpone be paid or reimbursed by the Closing DateCompany pursuant to Section 5. As used in this Agreement, but in no event the term "Underwriter" includes any person substituted for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken an Underwriter under this Section 9. Nothing herein shall not relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 11 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 10, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 4 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 10. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, (a) If any one or more of the Underwriters Underwriter shall fail or refuse default in its obligation to purchase Certificates the Notes that it has or they have agreed to purchase hereunder hereunder, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Notes, then the Bank shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Notes on such dateterms. In the event that, within the respective prescribed period, the Representatives notify the Bank that they have so arranged for the purchase of such Notes, or the Bank notifies the Representatives that it has so arranged for the purchase of such Notes, the Representatives or the Bank shall have the right to postpone the Closing Date for such Notes for a period of not more than seven calendar days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Bank agrees to file promptly any amendments or supplements to the Registration Statement, the Time of Sale Information or the Prospectus that in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used herein shall include any person substituted under this Section 11 with like effect as if such person had originally been a party to this Agreement. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the Representatives and the Bank as provided in subsection (a) above, the aggregate principal amount of Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is Notes that remains unpurchased does not more than exceed one-tenth eleventh of the aggregate principal amount of Certificatesall the Notes, then the other Underwriters Bank shall be obligated severally in have the proportions that right to require each non-defaulting Underwriter to purchase the principal amount of Certificates set forth opposite their respective names Notes that such Underwriter agreed to purchase hereunder and, in Schedule II bears addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Notes that such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the Representatives and the Bank as provided in subsection (a) above, the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided Notes that in no event shall the principal amount of 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 remains unpurchased exceeds one-ninth of such principal amount of Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth eleventh of the aggregate principal amount of Certificates all the Notes, as referred to be purchased on such date and arrangements satisfactory in subsection (b) above, or if the Bank shall not exercise the right described in subsection (b) above to you and the Company for the require non-defaulting Underwriters to purchase Notes of such Certificates are not made within 36 hours after such defaulta defaulting Underwriter or Underwriters, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you or Bank, except for the Company shall have expenses to be borne by the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement Bank and the Prospectus or Underwriters as provided in any other documents or arrangements may be effected. Any action taken under this Section 8 hereof and the indemnity and contribution agreements in Section 10 hereof; but nothing herein shall not relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse at the Time of Delivery to purchase Certificates that the amount of Bonds which it has or they have agreed are obligated to purchase hereunder (the "Defaulted Bonds"), then the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Bonds in such amounts as may be agreed upon and upon the terms herein set forth. If, however, during such 24 hours the Representatives shall not have completed such arrangements for the purchase of all of the Defaulted Bonds, then the Company shall be entitled to a further period of 24 hours within which to procure another party of parties satisfactory to the Representatives to purchase all of such Defaulted Bonds on such dateterms. If, after giving effect to any arrangements for the purchase of Defaulted Bonds by the Representatives and the aggregate principal Company as provided above, then: (a) if the amount of Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is Defaulted Bonds does not more than one-tenth exceed 10% of the aggregate principal amount of Certificatesthe Bonds being sold hereunder, the other non-defaulting Underwriters shall be obligated to purchase severally the full amount thereof in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears underwriting obligations hereunder bear to the aggregate principal amount of Certificates set forth opposite the names underwriting obligations of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase or (b) if the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth Defaulted Bonds exceeds 10% of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for Bonds being sold hereunder, the purchase of such Certificates are not made within 36 hours after such default, this Underwriting Agreement shall terminate without any liability on the part of the Company or any non-defaulting Underwriter. The termination of the Underwriting Agreement pursuant to this Section shall be without liability on the part of the Company or any of said non-defaulting Underwriter or Underwriters, except for the respective obligations of the CompanyCompany and the Underwriters pursuant to Section 8 and except that the Company shall be obligated to reimburse the Underwriters for their out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the offering if the Underwriting Agreement could have been terminated by the Representatives pursuant to Section 6 or 10(b). Nothing herein shall relieve any Underwriter so defaulting from liability, if any, for such default. In the event of a default by any such case one or more Underwriters as set forth in this Section, either you the Representatives or the Company shall have the right to postpone the Closing Date, but in no event Time of Delivery for longer than seven days, an additional period not exceeding 7 days in order that the any required changes, if any, changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof, for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on If any Underwriter defaults in its obligation to purchase Shares hereunder and if the Closing Date, any one total number of Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or more less of the total number of Shares to be sold hereunder, the non-defaulting Underwriters shall fail or refuse be obligated severally to purchase Certificates that it has or they have agreed (in the respective proportions which the number of Shares set forth opposite the name of each non-defaulting Underwriter in Schedule II hereto bears to purchase hereunder on such datethe total number of Shares set forth opposite the names of all the non-defaulting Underwriters), and the aggregate principal amount of Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so defaults and the aggregate principal amount total number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent of the aggregate principal amount total number of Certificates Shares to be purchased on such date sold hereunder, and arrangements satisfactory to you the other Underwriters and the Company for the purchase of such Certificates Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement shall Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriter or of the Company. In any such case either you Underwriters or the Company shall have except for (i) the right provisions of Section 8 hereof, and (ii) the expenses to postpone be paid or reimbursed by the Closing DateCompany pursuant to Section 6. As used in this Agreement, but in no event the term "Underwriter" includes any person substituted for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken an Underwriter under this Section 9. Nothing herein shall not relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 11 hereof if the default is with respect to the Firm Closing Date and without liability for the Option Shares if such default is with respect to the Option Closing Date. In the event of any such case either you default by one or more Underwriters as described in this Section 10, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 10. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time 20 21 hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on at the Closing DateFirst Closing, any one or more of the Underwriters shall fail or refuse to purchase Certificates Notes that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Certificates Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of Certificatesthe Notes to be purchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Notes 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 in the proportions that the principal amount number of Certificates Firm Notes set forth opposite their respective names in Schedule II hereto bears to the aggregate principal amount number of Certificates Firm Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representatives may specify, to purchase the Certificates Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall . If, at the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date First Closing, any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date Firm Notes and the aggregate principal amount number of Certificates Firm Notes with respect to which such default occurs is more than one-tenth ten per cent of the aggregate principal amount number of Certificates Firm Notes to be purchased on such date purchased, and arrangements satisfactory to you the Representatives and the Company for the purchase of such Certificates Firm Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such default, this Agreement shall terminate without liability on default for the part purchase by other persons (who may include one or more of any the non-defaulting Underwriter or Underwriters, including the Representatives) of the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement Securities with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.which

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such 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 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse so default with respect to purchase Certificates which it or they have agreed to purchase hereunder on such date and an aggregate number of Securities that is more than ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the Representatives are not made within twenty-four (24) hours after such default for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such defaultoccurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 11 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 10, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Shares or they have agreed to purchase Option Shares hereunder on such date, and the aggregate principal amount number of Certificates which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Shares or Option Shares to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Shares that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Shares or Option shares, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or of and the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representative shall have the right to postpone the Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 9 hereof for longer not more than seven days, business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and the Prospectus or in any other documents or arrangements may be effected. 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 delivery of the Company to comply with Firm Shares or Option Shares, as 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 case may be. As used in this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated term "Underwriter" includes any person substituted for an Underwriter under this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.Section

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If one or more Underwriters so default with respect to an aggregate number of Securities that is more than ten percent of the aggregate number of Firm Securities or Option Securities, as the case may be, to be purchased by all of the 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 Closing Date any Underwriter second business day after such default for the purchase by other persons (who may include one or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and more of the aggregate principal amount non-defaulting Underwriters, including the Representative) of Certificates the Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such defaultoccurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representative shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 12 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 10, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 4 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 10. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse defaults in its obligation to purchase Certificates that it has Firm Shares or they have agreed to purchase Option Shares hereunder on such date, and the aggregate principal amount number of Certificates which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more ten percent (10%) or less than one-tenth the aggregate number of Firm Shares or Option Shares to be purchased by the Representative on behalf of all of the aggregate principal amount Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of Certificatessuch 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse so default with respect to purchase Certificates which it or they have agreed to purchase hereunder on such date and an aggregate number of Shares that is more than ten percent (10%) of the aggregate principal amount number of Certificates Firm Shares or Option Shares, as the case may be, to be purchased by the Representative on behalf of all of the Underwriters at such time hereunder, and if arrangements satisfactory to the Representative are not made within thirty-six (36) hours after such default for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such defaultoccurs, this Agreement shall will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or of and the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representative shall have the right to postpone the Closing Date or Option Closing Date, but as the case may be, established as provided in no event this Section 9 hereof for longer not more than seven (7) business days, in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and delivery of the Prospectus Firm Shares or Option Shares, as the case may be. As used in this Agreement, the term “Underwriter” includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on If any Underwriter defaults in its obligation to purchase Shares hereunder and if the Closing Date, any one total number of Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or more less of the total number of Shares to be sold hereunder, the non-defaulting Underwriters shall fail or refuse be obligated severally to purchase Certificates that it has or they have agreed (in the respective proportions which the number of Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to purchase hereunder on such datethe total number of Shares set forth opposite the names of all the non-defaulting Underwriters), and the aggregate principal amount of Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so defaults and the aggregate principal amount total number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent of the aggregate principal amount total number of Certificates Shares to be purchased on such date sold hereunder, and arrangements satisfactory to you the other Underwriters, the Company and the Company Selling Shareholders for the purchase of such Certificates Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement shall Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriter or of the Company. In any such case either you Underwriters or the Company shall have except for (i) the right to postpone the Closing Dateprovisions of Section 9 hereof, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.ii)

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 13 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 11, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 11. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and the Prospectus or in any other documents or arrangements may be effected. 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 delivery of the Company to comply with Firm Securities or Option Securities, as 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 case may be. As used in this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.term

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include 37 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their ----------------------- obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of Underwriter, the Company, the Manager or BlackRock other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such 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 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments 25 26 hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representative shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on If any Underwriter defaults in its ----------------------- obligation to purchase Shares hereunder and if the Closing Date, any one total number of Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or more less of the total number of Shares to be sold hereunder, the non-defaulting Underwriters shall fail or refuse be obligated severally to purchase Certificates that it has or they have agreed (in the respective proportions which the number of Shares set forth opposite the name of each non- defaulting Underwriter in Schedule II hereto bears to purchase hereunder on such datethe total number of Shares ----------- set forth opposite the names of all the non-defaulting Underwriters), and the aggregate principal amount of Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so defaults and the aggregate principal amount total number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent of the aggregate principal amount total number of Certificates Shares to be purchased on such date sold hereunder, and arrangements satisfactory to you the other Underwriters, the Company and the Company Selling Shareholders for the purchase of such Certificates Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement shall Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriter or of Underwriters, the Company. In any such case either you , or the Selling Shareholders except for (i) the provisions of Section 9 hereof, and (ii) the expenses to be --------- paid or reimbursed by the Company shall have pursuant to Section 6. As used in this --------- Agreement, the right to postpone the Closing Date, but in no event term "Underwriter" includes any person substituted for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken an Underwriter under this Section 10. Nothing herein shall not relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their ----------------------- obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or of the CompanyManager other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase Certificates that the Firm Shares which it has or they have agreed to purchase hereunder on such date, under this Agreement and the aggregate principal amount of Certificates Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate total principal amount of CertificatesFirm Shares, the other Underwriters each non-defaulting Underwriter shall be obligated severally severally, in the proportions that proportion which the principal amount of Certificates Firm Shares set forth opposite their respective names its name in Schedule II 2 bears to the aggregate total principal amount of Certificates set forth opposite the names of Firm Shares which all such non-defaulting UnderwritersUnderwriters have agreed to purchase, or in such other proportions proportion as you may specify, to purchase the Certificates Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datepurchase; provided that in no event shall the principal amount of Certificates that Firm Shares which any Underwriter has agreed to purchase pursuant to this Agreement Section 3 be increased pursuant to this Section 7 9 by an amount in excess of one-ninth of such principal amount of Certificates Firm Shares without the written consent of such Underwriter. If on any one or more of the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it Firm Shares or they have agreed to purchase hereunder on such date Option Shares under this Agreement and the aggregate principal amount of Certificates Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal total amount of Certificates to be purchased on such date Firm Shares, and if arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include the non-defaulting Underwriters) of the Shares with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter nondefaulting Underwriters or the Company other than as provided in Section 10 of the Companythis Agreement. In any such case either which does not result in the termination of this Agreement, you or the Company shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 of this Agreement for longer not more than seven days, business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement Statement, the Prospectus, the other documents and the Prospectus arrangements for the purchase and delivery of the Firm Shares or Option Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 11 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 8, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 1 hereof for longer not more than seven days, business days in order that the required changes, if any, any necessary changes may be made in the Registration Statement arrangements or documents for the purchase and the Prospectus or in any other documents or arrangements may be effected. 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 delivery of the Company to comply with Firm Securities or Option Securities, as 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 case may be. As used in this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.term "Underwriter"

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such 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 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of shares of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and arrangements satisfactory to you and within 36 hours after such default by any Underwriter, the Company Representative does not arrange for the purchase of such Certificates are not made within Securities, then the Company shall be entitled to a further period of 36 hours after within which to procure another party or other parties reasonably satisfactory to the Representative to purchase such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the CompanySecurities. In any the event that, within the respective prescribed periods, the Representative notifies the Company that the Representative has so arranged for the purchase of such case either you Securities or the Company notifies the Representative that it has so arranged for the purchase of such Securities, the Representative or the Company shall have the right to postpone the Firm Closing Date or the Option Closing Date, but in no event as the case may be, for longer a period of not more than seven days, days in order that the required changes, if any, any necessary changes may be made in the Registration Statement and arrangements or documents for the Prospectus or in any other documents or arrangements may be effected. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.purchase and

Default of Underwriters. IfIt shall be a condition to the agreement and obligation of the Offerors to sell and deliver the Preferred Securities hereunder, on and of each Underwriter to purchase the Closing DatePreferred Securities hereunder, any one or more that, except as hereinafter in this paragraph provided, each of the Underwriters shall fail purchase and pay for all Preferred Securities agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Preferred Securities in accordance with the terms hereof. If any Underwriter or refuse Underwriters default in their obligations to purchase Certificates that it has or they have agreed to purchase Preferred Securities hereunder on such date, the Closing Date and the aggregate principal amount number of Certificates Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10 percent of the aggregate principal amount total number of CertificatesPreferred Securities which the Underwriters are obligated to purchase on the Closing Date, the Representative may make arrangements satisfactory to the Offerors for the purchase of such Preferred Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally severally, in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifycommitments hereunder, to purchase the Certificates Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so default and the aggregate principal amount number of Certificates Preferred Securities with respect to which such default occurs or defaults occur is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date above percentage and arrangements satisfactory to you the Representative and the Company Offerors for the purchase of such Certificates Preferred Securities by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or of the Company. In any such case either you or Offerors, except for the Company shall have the right expenses to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. 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 paid by the Underwriters, or any of them, because of any failure or refusal on Offerors pursuant to Section 5 hereof and except to 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters extent provided in connection with this Agreement or the offering contemplated hereunderSection 7 hereof.

Default of Underwriters. If, on the Closing Date, If any one or more of the 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 Certificates that and pay for the principal amount of Bonds which it has or they have agreed to purchase hereunder on such dateand pay for hereunder, and the aggregate principal amount of Certificates Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one- tenth of the aggregate principal amount of Certificatesthe Bonds, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datepurchase; provided that in no event shall the principal amount of Certificates that Bonds which any Underwriter has agreed to purchase pursuant to this Agreement Section 2 hereof be increased pursuant to this Section 7 12 by an amount in excess of one-ninth of such principal amount of Certificates Bonds without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date Bonds and the aggregate principal amount of Certificates Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates the Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amounts of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one- ninth of the respective principal amount of Bonds that such non- defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are 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 Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be purchased on obligated to purchase pursuant to the foregoing 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 the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such date and arrangements satisfactory period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to you 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 Company for the purchase of such Certificates are not made within 36 hours after such defaultnon-defaulting Underwriters, this Agreement shall terminate without liability on the part of any non-non- defaulting Underwriter or party except as otherwise provided in paragraph (g) of the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but Section 7 and in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effectedSection 11. Any action taken under this Section paragraph shall not relieve any defaulting Underwriter from liability in respect of any its default of such Underwriter under this Underwriting 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. IfIf any Underwriter defaults in its obligation to purchase Shares hereunder, on and if the Closing Date, any one total number of Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or more less of the total number of Shares to be sold hereunder, the non-defaulting Underwriters shall fail or refuse be obligated severally to purchase Certificates that it has or they have agreed (in the respective proportions which the number of Shares set forth opposite the name of each non-defaulting Underwriter in SCHEDULE I hereto bears to purchase hereunder on such datethe total number of Shares set forth opposite the names of all the non-defaulting Underwriters), and the aggregate principal amount of Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so defaults and the aggregate principal amount total number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent of the aggregate principal amount total number of Certificates Shares to be purchased on such date sold hereunder, and arrangements satisfactory to you the other Underwriters and the Company for the purchase of such Certificates Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement shall Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriter or of the Company. In any such case either you Underwriters or the Company shall have except for (i) the right provisions of SECTION 8 hereof, and (ii) the expenses to postpone be paid or reimbursed by the Closing DateCompany pursuant to SECTION 5. As used in this Agreement, but in no event the term "Underwriter" includes any person substituted for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken an Underwriter under this Section SECTION 9. Nothing herein shall not relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any 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 Certificates that it has on the First Closing Date or they have any Additional Closing Date the aggregate number of Primary Shares or Over-Allotment Shares agreed to purchase hereunder on be purchased by such date, Underwriter or Underwriters and the aggregate principal amount number of Certificates which 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 to the Underwriters, then each of the non-defaulting Underwriters shall be obligated to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth in proportion to their respective obligations hereunder. In that case, the Representatives and the Company shall have the right to postpone the First Closing Date and the Representatives and the Company shall have the right to postpone any Additional Closing Date (as the case may be) for a period of not more than seven days in 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 number of Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters shall exceed 10% of the total number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder to the Underwriters, then the non-defaulting Underwriters shall have the right to purchase, 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 but failed to purchase, and this Agreement shall be carried out accordingly. If such other Underwriters do not exercise this right within 36 hours after receiving notice of the default, then the Company shall be entitled to an additional period of 24 hours within which to procure another party or refused parties reasonably satisfactory to the Representatives to purchase is or agree to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth. In any such 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 one-tenth of seven days in order that necessary changes and arrangements may be effected. If this paragraph becomes applicable and neither the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, Underwriters nor the Company shall make arrangements within the period stated for the purchase of the Primary Shares or in such other proportions as you may specify, to purchase Over-Allotment Shares that the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for the purchase of such Certificates are not made within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you or to the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section shall not relieve any defaulting Underwriter from without 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 except as provided in Section 7. The provisions of this Section 9 shall not in any way affect the liability of any defaulting Underwriter to comply with the terms or to fulfill any Company arising out of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on at the Closing DateClosing, any one or more of the Underwriters shall fail or refuse to purchase Certificates Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount of CertificatesSecurities to be purchased on such date, the 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 in the proportions that the principal amount of Certificates Securities set forth opposite their respective names in Schedule II hereto bears to the aggregate principal amount of Certificates Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representatives may specify, to purchase the Certificates Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall . If, at the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date Closing, any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date Securities and the aggregate principal amount of Certificates Securities with respect to which such default occurs is more than one-tenth ten per cent of the aggregate principal amount of Certificates Securities to be purchased on such date purchased, and arrangements satisfactory to you the Representatives and the Company for the purchase of such Certificates Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either you the Representatives or the Company shall have the right to postpone the Closing DateClosing, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 8. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as the case may be, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the CompanyCompany other than as provided in Section 9 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 8, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as the case may be, established as provided in no event Section 3 of this Agreement for longer not more than seven days, business days in order that the required changes, if any, 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. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 8. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse at the Time of Delivery to purchase Certificates that the amount of Bonds which it has or they have agreed are obligated to purchase hereunder (the "Defaulted Bonds"), then the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Bonds in such amounts as may be agreed upon and upon the terms herein set forth. If, however, during such 24 hours the Representatives shall not have completed such arrangements for the purchase of all of the Defaulted Bonds, then the Company shall be entitled to a further period of 24 hours within which to procure another party of parties satisfactory to the Representatives to purchase all of such Defaulted Bonds on such dateterms. If, after giving effect to any arrangements for the purchase of Defaulted Bonds by the Representatives and the aggregate principal Company as provided above, then: (a) if the amount of Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is Defaulted Bonds does not more than one-tenth exceed 10% of the aggregate principal amount of Certificatesthe Bonds being sold hereunder, the other non-defaulting Underwriters shall be obligated to purchase severally the full amount thereof in the proportions that the principal amount of Certificates set forth opposite their respective names in Schedule II bears underwriting obligations hereunder bear to the aggregate principal amount of Certificates set forth opposite the names underwriting obligations of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase (b) if the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth Defaulted Bonds exceeds 10% of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to you and the Company for Bonds being sold hereunder, the purchase of such Certificates are not made within 36 hours after such default, this Underwriting Agreement shall terminate without any liability on the part of the Company or any non-defaulting Underwriter. The termination of the Underwriting Agreement pursuant to this Section shall be without liability on the part of the Company or any of said non-defaulting Underwriter or Underwriters, except for the respective obligations of the CompanyCompany and the Underwriters pursuant to Section 8 and except that the Company shall be obligated to reimburse the Underwriters for their out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the offering if the Underwriting Agreement could have been terminated by the Representatives pursuant to Section 6 or 10(b). Nothing herein shall relieve any Underwriter so defaulting from liability, if any, for such default. In the event of a default by any such case one or more Underwriters as set forth in this Section, either you the Representatives or the Company shall have the right to postpone the Closing Date, but in no event Time of Delivery for longer than seven days, an additional period not exceeding 7 days in order that the any required changes, if any, changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderSECTION 12.

Default of Underwriters. If, on at the Closing DateFirst Closing, any one or more of the Underwriters shall fail or refuse to purchase Certificates Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of Certificatesthe Shares to be purchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Certificates Firm Shares set forth opposite their respective names in Schedule II hereto bears to the aggregate principal amount number of Certificates Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representatives may specify, to purchase the Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall . If, at the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date First Closing, any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date Firm Shares and the aggregate principal amount number of Certificates Firm Shares with respect to which such default occurs is more than one-tenth ten per cent of the aggregate principal amount number of Certificates Firm Shares to be purchased on such date purchased, and arrangements satisfactory to you the Representatives and the Company and the Selling Stockholders for the purchase of such Certificates 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 Underwriter, the Company or of the CompanySelling Stockholders. In any such case either you the Representatives or the Company shall have the right to postpone the Closing DateClosing, but in no event for longer than seven days, in order that the required 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 30 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 Section 8. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. If, on the Closing Date, If any one Class A Underwriter or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has or they have agreed to purchase Offered Notes hereunder on such date, and (i) the aggregate principal amount of Certificates which Class [A-2] Notes (in the case of the Class [A-2] Underwriters) that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class [A-2] Notes, (ii) the aggregate principal amount of Certificates, the other Underwriters shall be obligated severally Class [A-3] Notes (in the proportions case of the Class [A-3] Underwriters) that the principal amount of Certificates set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall does not exceed 10% of the total principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date Class [A-3] Notes and (iii) the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth Class [A-4] Notes (in the case of the aggregate Class [A-4] Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Certificates to be purchased on such date and Class [A-4] Notes, the Representatives may make arrangements satisfactory to you the Seller and the Company TMCC for the purchase of such Certificates Class [A-2] Notes, Class [A-3] Notes or Class [A-4] Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class [A-2] Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class [A-2] Notes, the non-defaulting Class [A-3] Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class [A-3] Notes and the non-defaulting Class [A-4] Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class [A-4] Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the Class [A-2] Notes, the Class [A-3] Notes or the Class [A-4] Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Offered Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter, the Seller or TMCC, except as provided in Section 9 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter or of the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section shall not Section. Nothing herein will relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, If any one International Underwriter or more of the Underwriters shall fail defaults or refuse default in its or their obligation to purchase Certificates that it has or they have agreed to purchase Units (including Units in the form of GDSs) hereunder on such date, either the First or the Optional Closing Date and the aggregate principal amount number of Certificates which Units (including Units in the form of GDSs) that such defaulting International Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the aggregate principal amount total number of CertificatesUnits (including Units in the form of GDS) constituting the Units (including Units in the form of GDSs) that the International Underwriters are obligated to purchase on such Closing Date, the Global Coordinator may make arrangements satisfactory to the Brazilian Underwriters and the Selling Shareholders (or, in the case of the Optional Closing Date, Commerzbank) for the purchase of such Units (including Units in the form of GDSs) by other persons, including any of the International Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting International Underwriters shall be obligated severally severally, in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifycommitments hereunder, to purchase the Certificates which Units (including Units in the form of GDSs) that such defaulting Underwriter or International Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such UnderwriterClosing Date. If on the Closing Date any International Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so default and the aggregate principal amount number of Certificates Units (including Units in the form of GDSs) with respect to which such default occurs is more than one-tenth or defaults occur exceeds 10% of the aggregate principal amount total number of Certificates Units (including Units in the form of GDSs) that the International Underwriters are obligated to be purchased purchase on such date Closing Date and arrangements satisfactory to you the Global Coordinator and the Company Selling Shareholders for the purchase of such Certificates Units (including Units in the form of GDSs) by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of International Underwriter, the Company. In any such case either you Companies or the Company shall have Selling Shareholders, except as provided in Section 9; provided, however, that if such default occurs with respect to Optional Securities after the right to postpone the First Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. 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 will not terminate as to the Underwriters, Firm Securities or any of them, because of any failure or refusal on the part of the Company Optional Securities purchased prior 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 such termination. As used in this Agreement, the Company term "International Underwriter" includes any person substituted for an International Underwriter under this Section. Nothing herein will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, relieve a defaulting International Underwriter from liability for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderits default.

Default of Underwriters. IfIt shall be a condition to the agreement and obligation of the Company to sell and deliver the Public Offering Shares hereunder, on and of each Underwriter to purchase the Closing DatePublic Offering Shares hereunder, any one or more that, except as hereinafter in this paragraph provided, each of the Underwriters shall fail purchase and pay for all Public Offering Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Public Offering Shares in accordance with the terms hereof. If any Underwriter or refuse Underwriters default in their obligations to purchase Certificates that it has or they have agreed to purchase Public Offering Shares hereunder on such date, the First Closing Date and the aggregate principal amount number of Certificates Public Offering Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10 percent of the aggregate principal amount total number of CertificatesPublic Offering Shares which the Underwriters are obligated to purchase on the First Closing Date, the Representative may make arrangements satisfactory to the Company for the purchase of such Public Offering Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally severally, in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifycommitments hereunder, to purchase the Certificates Public Offering Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so default and the aggregate principal amount number of Certificates Public Offering Shares with respect to which such default occurs or defaults occur is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date above percentage and arrangements satisfactory to you the Representative and the Company for the purchase of such Certificates Public Offering Shares by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or of the Company, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In any such case either you the event that Public Offering Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date, but in no event Date for longer not more than seven days, business days in order that the required changes, if any, necessary changes in the Registration Statement Statement, the Public Offering Prospectus and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. Any action taken under this Section shall not relieve any defaulting Underwriter from liability As used 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.term

Default of Underwriters. IfIt 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, on and of each Underwriter to purchase the Closing DateShares hereunder, any one or more that, except as hereinafter in this paragraph provided, each of the Underwriters shall fail purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter or refuse Underwriters default in their obligations to purchase Certificates that it has or they have agreed to purchase Shares hereunder on such date, the First Closing Date and the aggregate principal amount number of Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10 percent of the aggregate principal amount total number of CertificatesShares which the Underwriters are obligated to purchase on the First Closing Date, the Representative may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally severally, in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifycommitments hereunder, to purchase the Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date so default and the aggregate principal amount number of Certificates Shares with respect to which such default occurs or defaults occur is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date above percentage and arrangements satisfactory to you the Representative, the Company and the Company Selling Stockholders for the purchase of such Certificates Shares by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or of the CompanyCompany or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 8 hereof and except to the extent provided in Section 12 hereof. In any such case either you the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date, but in no event Date for longer not more than seven days, business days in order that the required changes, if any, necessary changes in the Rule 429 Registration Statement Statement, Prospectus and the Prospectus or in any other documents or arrangements documents, as well as any other arrangements, may be effected. Any action taken As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section shall not 13. Nothing herein will relieve any a 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.

Default of Underwriters. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse default in their obligations to purchase Certificates that it has Firm Securities or they have agreed to purchase Option Securities hereunder on such date, and the aggregate principal amount number of Certificates which such Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of CertificatesFirm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the 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 applicable, the other Underwriters shall be obligated severally in the proportions that the principal amount of Certificates set forth opposite proportion to their respective names in Schedule II bears to the aggregate principal amount of Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, commitments hereunder to purchase the Certificates which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of 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 Certificates without the written consent of such Underwriterpurchase. If on the Closing Date any Underwriter one or more Underwriters shall fail or refuse to purchase Certificates which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates so default with respect to which such default occurs an aggregate number of Securities that is more than one-tenth ten percent of the aggregate principal amount number of Certificates Firm Securities or Option Securities, as applicable, to be purchased on by all of the Underwriters at such date time hereunder, and if arrangements satisfactory to you and the Company for the purchase of such Certificates Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of Underwriter, the Company, meVC Advisers or Xxxxxx Advisers other than as provided in Section 10 hereof. In the event of any such case either you default by one or more Underwriters as described in this Section 9, the Company Representatives shall have the right to postpone the Firm Closing Date or the Option Closing Date, but as applicable, established as provided in no event Section 3 hereof for longer not more than seven days, business days in order that the required changes, if any, 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 applicable. As used in this Agreement, the term "Underwriter" includes any other documents or arrangements may be effected. Any action taken person substituted for an Underwriter under this Section 9. Nothing herein 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 Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunderdefault.