Common use of Default of Underwriters Clause in Contracts

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, 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.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representative for the Xxxxxx X. Xxxxx & Co. Incorporated April 6, 2006 purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or the any Selling Stockholders, Shareholder except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 8 hereof and except to the extent provided in Section 11 Sections 13 and 14 hereof. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term Underwriter includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default. 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 take such actions as may be taken by the Company 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. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders Shareholder to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters Representative may make arrangements satisfactory to the Company and the Selling Stockholders Shareholder 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representative and the Company and the Selling Stockholders Shareholder for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersShareholder, 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.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedSection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 10 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedSection 13, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than 10% of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter Underwriter, the Selling Shareholder or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 9 hereof and except to the extent provided in Section 11 12 hereof. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and ----------------------- obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or the any Selling Stockholders, Shareholder except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 section 9 hereof and except to the extent provided in Section 11 section 12 hereof.. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section section 7 hereof and except to the extent provided in Section 11 section 10 hereof.. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters Representative (or, if the Representative is in default, the non-defaulting Underwriters) 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representative (or, if the Representative is in default, the non-defaulting Underwriters) and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section Sections 7 and 9 hereof and except to the extent provided in Section 11 hereof. In 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, if the Representative is in default, the non-defaulting Underwriters) or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 12. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, 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.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders Shareholder to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters Representatives may make arrangements satisfactory to the Company and the Selling Stockholders Shareholder 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders Shareholder for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersShareholder, 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.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent of the total number of Shares which that the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representative for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section section 7 hereof hereof, and except to the extent provided in Section 11 section 10 hereof. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section section 7 hereof and except to the extent provided in Section 11 section 10 hereof. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on Offered Securities under the First Closing Date Terms Agreement and the aggregate principal amount (if debt securities) or number of Shares which shares (if preferred stock or Common Stock) of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total principal amount (if debt securities) or number of Shares which the Underwriters are obligated to purchase on the First Closing Dateshares (if preferred stock or Common Stock) of Offered Securities, the Underwriters Lead Underwriter may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder the Terms Agreement (including the provisions of this Agreement), to purchase the Shares which Offered Securities that such defaulting Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount (if debt securities) or number of Shares shares (if preferred stock or Common Stock) of Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount (if debt securities) or number of shares (if preferred stock or Common Stock) of Offered Securities and arrangements satisfactory to the Underwriters Lead Underwriter and the Company and the Selling Stockholders for the purchase of such Shares Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, 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.such

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section section 7 hereof and except to the extent provided in Section 11 section 10 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedSection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or the any Selling Stockholders, Stockholder except for the expenses to be paid by the Company pursuant to Section 7 9 hereof and except to the extent provided in Section 11 12 hereof.. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than

Default of Underwriters. It shall be a condition to If, on the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunderClosing Date, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each any one or more of the Underwriters shall fail or refuse to purchase and pay for all Shares Notes that it has or they have agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date such date, and the aggregate number principal amount of Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does is not exceed 10 percent more than one-tenth of the total number aggregate principal amount of Shares which the Underwriters are obligated Notes to purchase be purchased on the First Closing Datesuch date, the Underwriters 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 proportion to which their respective commitments hereunderhereunder bear to the total commitment of the non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares Notes 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 Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If If, on the Closing Date, any Underwriter or Underwriters so default shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Shares Notes with respect to which such default or defaults occur occurs is more than one-tenth of the above percentage aggregate principal amount of Notes to be purchased on such date, and arrangements satisfactory to the Underwriters you and the Company and the Selling Stockholders for the purchase of such Shares by other persons Notes are not made within 36 hours after such default, this Agreement will shall terminate without liability on the part of any nondefaulting -21- 22 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 full business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Selling StockholdersProspectus or in any other documents, except for the expenses to be paid by and the Company pursuant to Section 7 hereof and except will promptly file any amendments to the extent provided in Section 11 hereofRegistration Statement or supplements to the Prospectus which may thereby be made necessary.

Default of Underwriters. It shall be a condition to If on the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each Closing Date any one or more of the Underwriters shall fail or refuse to purchase and pay for all Shares Notes which it has or they have agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date such date, and the aggregate number principal amount of Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does is not exceed 10 percent more than one-tenth of the total number aggregate principal amount of Shares which the Underwriters are obligated Notes to purchase be purchased on the First Closing Datesuch date, the Underwriters 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 proportion to the proportions that the principal amount of Notes set forth opposite their respective commitments hereundernames in Schedule I bears to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Shares Notes 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 Notes that any Underwriter has agreed to purchase pursuant to Section 1 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters so default shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Shares Notes with respect to which such default or defaults occur occurs is more than one-tenth of the above percentage aggregate principal amount of Notes to be purchased on such date, and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders Trust Manager for the purchase of such Shares by other persons Notes are not made within 36 hours after such default, this Agreement will shall terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company Trust Manager. In any such case either you or the Selling StockholdersTrust Manager shall have the right to postpone the Closing Date, except but in no event for longer than seven days, in order that the expenses to required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be paid by the Company pursuant to Section 7 hereof and except to the extent provided effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in Section 11 hereofrespect of any default of such Underwriter under this Agreement.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent of the total number of Shares which that the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section section 7 hereof hereof, and except to the extent provided in Section 11 section 10 hereof. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement this Agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters Underwriter shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default defaults in their its obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are defaulting Underwriter is obligated to purchase on the First Closing Date, then the Underwriters Representative (or, if the Representative is in default, the non-defaulting Underwriters) 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 date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such the defaulting Underwriters Underwriter agreed to but failed to purchase on such date. If any Underwriter or Underwriters so default defaults and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representative (or, if the Representative is in default, the non-defaulting Underwriters) and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section Sections 7 and 9 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representative (or, if the Representative is in default, the non-defaulting Underwriters) or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 12. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the agreement and obligation of the Company and the Selling Stockholders Shareholder to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Shares hereunder, hereunder that, except as hereinafter in this paragraph provided, provided each of the Underwriters you shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter you hereunder upon tender to the Underwriters you of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10 percent 10% of the total number of Common Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Common Shares by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling StockholdersShareholder, 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.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any International Underwriter or Underwriters defaults or default in its or their obligations obligation to purchase Shares Units (including Units in the form of GDSs) hereunder on either the First or the Optional Closing Date and the aggregate number of Shares which Units (including Units in the form of GDSs) that such defaulting International Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number of Shares which Units (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 the First such Closing Date, the Underwriters Global Coordinator may make arrangements satisfactory to the Company Brazilian Underwriters and the Selling Stockholders Shareholders (or, in the case of the Optional Closing Date, Commerzbank) for the purchase of such Shares 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 date Closing Date, the nondefaulting non-defaulting International Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which Units (including Units in the form of GDSs) that such defaulting International Underwriters agreed but failed to purchase on such dateClosing Date. If any International Underwriter or Underwriters so default and the aggregate number of Shares Units (including Units in the form of GDSs) with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total number of Units (including Units in the form of GDSs) that the International Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Underwriters and the Company Global Coordinator and the Selling Stockholders Shareholders for the purchase of such Shares Units (including Units in the form of GDSs) by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or non-defaulting International Underwriter, the Company Companies or the Selling StockholdersShareholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent as provided in Section 11 hereof9; provided, however, that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination. As used in this Agreement, the term "International Underwriter" includes any person substituted for an International Underwriter under this Section. Nothing herein will relieve a defaulting International Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders Stockholder to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters Representatives may make arrangements satisfactory to the Company and the Selling Stockholders Stockholder 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders Stockholder for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersStockholder, 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.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter provided in this paragraph providedSection 10, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section 7 5 hereof and except to the extent provided in Section 11 9 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Depositary Shares hereunder under this Agreement on the First Closing Date or any Option Closing Date and the aggregate number of Depositary Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number of the Depositary Shares which the Underwriters are obligated to purchase be purchased on the First Closing Datesuch date, the Underwriters Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Depositary Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Closing Date or the applicable Option Closing Date, as the case may be, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder this Agreement, to purchase the Depositary Shares which that such defaulting Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter or Underwriters so default and the aggregate number of the Depositary Shares with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total number of the Depositary Shares to be purchased on such date and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Depositary Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent as provided in Section 11 hereof8. In all other cases, unless otherwise specified in this Agreement, if any Underwriter or Underwriters default in their obligations to purchase Depositary Shares under the terms of this Agreement and arrangements satisfactory to the Representatives and the Company for the purchase of such Depositary Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 8. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or Company, and the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and Stockholder except to the extent provided in Section 11 section 12 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section section 7 hereof and except to the extent provided in Section 11 section 10 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter one or more Underwriters default in their obligations to purchase Firm Shares or Additional Shares hereunder on the First Closing Date and the aggregate number of such Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten percent or less of the total aggregate number of Firm Shares which or Additional Shares to be purchased by all of the Underwriters are obligated to purchase on the First Closing Dateat such time hereunder, the other Underwriters may make arrangements satisfactory to the Company and the Selling Stockholders Representative for the purchase of such Shares by other personspersons (who may include one or more of the non-defaulting Underwriters, including any of the UnderwritersRepresentative), but if no such arrangements are made by such date the nondefaulting applicable Closing Date, the other Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Firm Shares which or Additional Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Shares that is more than ten percent of the aggregate number of Firm Shares with respect or Additional Shares, as the case may be, to which be purchased by all of the Underwriters at such default or defaults occur is more than the above percentage time hereunder, and if arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons 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 will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent other than as provided in Section 11 9(g) hereof. In the event of any default by one or more Underwriters as described in this Section 10, the Representative shall have the right to postpone the applicable Closing Date, 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 Firm Shares or Additional Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10. Nothing herein shall relieve any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders Shareholder to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters Representative may make arrangements satisfactory to the Company and the Selling Stockholders Shareholder for the purchase of such Shares by other persons, including any of the Underwriters, ; but if no such arrangements are made by such date date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representative and the Company and the Selling Stockholders Shareholder for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersShareholder, 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.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 section 6 hereof and except to the extent provided in Section sections 10 and 11 hereof. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default. If this Agreement shall be terminated by the Underwriters, or any of them, because of any material failure or refusal on the part of the Company to comply with the terms or to take such actions as may be taken by the Company to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to materially 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) Rxxxxx X. Xxxxx & Co. Incorporated June 22, 2006 Page 30 reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Common Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10 percent 10% of the total number of Common Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Common Shares by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling Stockholders, Stockholders except for the expenses to be paid by the Company and the Selling Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date Date, or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the Underwriters case may be, 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares Underwritten Notes hereunder on the First Closing Date and (i) the aggregate number principal amount of Shares which Class A-2 Notes (in the case of the Class A-2 Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number principal amount of Shares which the Class A-2 Notes, (ii) the aggregate principal amount of Class A-3 Notes (in the case of the Class A-3 Underwriters) that such defaulting Underwriter or Underwriters are obligated agreed but failed to purchase on does not exceed 10% of the First Closing Datetotal principal amount of Class A-3 Notes and (iii) the aggregate principal amount of Class A-4 Notes (in the case of the 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 the Class A-4 Notes, the Underwriters Representatives may make arrangements satisfactory to the Company Seller and the Selling Stockholders TMCC for the purchase of such Shares 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 such date the nondefaulting Closing Date, the non-defaulting Class A-2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which 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 on such datepurchase. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than and such default or defaults exceed 10% of the above percentage 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 Underwriters Seller and the Company and the Selling Stockholders TMCC for the purchase of such Shares Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter non-defaulting Underwriter, the Seller or the Company or the Selling StockholdersTMCC, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent as provided in Section 11 9 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each If any one or more of the Underwriters shall fail or refuse to purchase and pay for all the Firm Shares which it or they have agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date under this Agreement and the aggregate number principal amount of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does is not exceed 10 percent more than one-tenth of the total number principal amount of Shares which the Underwriters are obligated to purchase on the First Closing DateFirm Shares, the Underwriters 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 each non-defaulting Underwriter shall be obligated severally, in the proportion which the principal amount of Firm Shares set forth opposite its name in Schedule 2 bears to their respective commitments hereunderthe total principal amount of Firm Shares which all non-defaulting Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase; provided that in no event shall the principal amount of Firm Shares which any Underwriter has agreed to purchase on pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such dateprincipal amount of Firm Shares without the written consent of such Underwriter. If any Underwriter one or more of the Underwriters so default shall fail or refuse to purchase Firm Shares or Option Shares under this Agreement and the aggregate number principal amount of Firm Shares with respect to which such default or defaults occur occurs is more than one-tenth of the above percentage total amount of Firm Shares, and if arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons you 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 will terminate without liability on the part of any nondefaulting -21- 22 Underwriter Underwriters or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent other than as provided in Section 11 hereof10 of this Agreement. In any such case which does not result in the termination of this Agreement, you 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 of this Agreement for not more than seven business days in order that any necessary changes may be made in the Registration Statement, the Prospectus, the other documents and the 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 person substituted for an Underwriter under this Section 9. Nothing herein shall relieve any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Firm Closing Date or the Option Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than 10% of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representative for the purchase of such Shares by other persons are not made within 36 hours after such default, then this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or the Selling StockholdersShareholders, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 8 hereof and except to the extent provided in Section 11 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares Notes hereunder, and of each Underwriter to purchase the Shares Notes hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares the aggregate principal amount of Notes agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares Notes in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares the aggregate principal amount of Notes hereunder on the First Closing Date and the aggregate number of Shares Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number aggregate principal amount of Shares Notes which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares aggregate principal amount of Notes 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, in proportion to their respective commitments hereunder, to purchase the Shares aggregate principal amount of Notes which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number principal amount of Shares Notes with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Shares Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section 7 6 hereof and except to the extent provided in Section 11 9 hereof.. In the event that the aggregate principal amount of Notes to which a default relates are to be purchased by the nondefaulting

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each If any of the Underwriters shall fail to purchase and pay for all Shares any of the Reopening Securities agreed to be purchased by such Underwriter hereunder upon tender and such failure to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters purchase shall constitute a default in their the performance of its obligations under this Agreement, the remaining Underwriter(s) shall be obligated to purchase Shares hereunder on take up and pay for the First Closing Date and Reopening Securities which the defaulting Underwriter(s) agreed but failed to purchase; provided, however, that in the event that the aggregate number principal amount of Shares Securities which such the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase shall exceed 30% of the aggregate principal amount of Reopening Securities set forth in Schedule II hereto, the remaining Underwriter(s) shall have the right to purchase all (but not less than all), but shall not be under any obligation to purchase any, of the Reopening Securities, and if such non-defaulting Underwriter(s) does not exceed 10 percent of purchase all the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such defaultReopening Securities, this Agreement will terminate without liability on the part of to any nondefaulting -21- 22 non-defaulting Underwriter or the Company Republic. In the event of any such default that does not result in a termination of this Agreement, either the Underwriters or the Selling StockholdersRepublic shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements. As used herein, except the term “Underwriter” includes any person substituted for the expenses to be paid by the Company an Underwriter pursuant to this Section 7 hereof and except to the extent provided in Section 11 hereof11.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedSection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than 10% of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 10 hereof.. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not

Default of Underwriters. It shall be a condition to this Agreement and the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Common Shares hereunder, and a condition of your obligations or the obligation of each Underwriter Underwriter, as the case may be, to purchase the Common Shares hereunderin the manner as described herein, that, except as hereinafter in this paragraph provided, each of you or the Underwriters Underwriters, as the case may be, shall purchase and pay for all the Common Shares agreed to be purchased by you or such Underwriter hereunder upon tender to you individually or as the Underwriters Representatives of the Underwriters, of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in your or their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10 percent 10% of the total number of Common Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is more than the above percentage and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Common Shares by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 9 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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 non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling Stockholders, 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.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedSection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than 10% of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 10 hereof. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement this Agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters Underwriter shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default defaults in their its obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are defaulting Underwriter is obligated to purchase on the First Closing Date, then the Underwriters Representatives (or, if the Representatives are in default, the non-defaulting Underwriters) 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 date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such the defaulting Underwriters Underwriter agreed to but failed to purchase on such date. If any Underwriter or Underwriters so default defaults and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representatives (or, if the Representatives are in default, the non-defaulting Underwriters) and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section 7 Sections 6 and 8 hereof and except to the extent provided in Section 11 10 hereof. In the event that Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representatives (or, if the Representatives is in default, the non-defaulting Underwriters) or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than 10 percent of the above percentage total number of Shares which the Underwriters are obligated to purchase on the First Closing Date and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for that the expenses to provisions of Section 5, Section 6, Section 7, Section 8, Section 10 and Section 12 shall at all times be paid by the Company pursuant to Section 7 hereof effective and except to the extent provided in Section 11 hereofshall survive such termination.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representative and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, 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 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 for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, 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.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or the Selling Stockholders, and any Principal Shareholder except for the expenses to be paid by the Company pursuant to Section 7 section 9 hereof and except to the extent provided in Section 11 section 12 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and Representatives, the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company and the Selling Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In 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 for not more than seven (7) business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares Class A[ ] Notes hereunder on the First Closing Date and the aggregate number principal amount of Shares which Class A[ ] Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number principal amount of Shares which Class A[ ] Notes that the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters Representative may make arrangements satisfactory to the Company and the Selling Stockholders Manager for the purchase of such Shares Class A[ ] Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which Class A[ ] Notes that such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number principal amount of Shares Class A[ ] Notes with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Class A[ ] Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Underwriters Representative and the Company and the Selling Stockholders Manager for the purchase of such Shares Class A[ ] Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling StockholdersManager, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent as provided in Section 11 hereof9. As used in this Agreement, the term "UNDERWRITER" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, 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.

Default of Underwriters. It shall be a condition to the agreement and If one or more Underwriters defaults in its obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Firm Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Option Shares hereunder on the First Closing Date and the aggregate number of such Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten percent (10%) or less than the aggregate number of Firm Shares or Option Shares to be purchased by the Representative on behalf of all of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Dateat such time hereunder, the other Underwriters may make arrangements satisfactory to the Company and the Selling Stockholders Representative for the purchase of such Shares by other personspersons (who may include one or more of the nondefaulting Underwriters, including any of the UnderwritersRepresentative), but if no such arrangements are made by such date the nondefaulting Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Firm Shares which or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Shares that is more than ten percent (10%) of the aggregate number of 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 or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such defaultoccurs, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or and the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent other than as provided in Section 11 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 Closing Date or Option Closing Date, as the case may be, established as provided in this Section 9 hereof for not more than seven (7) business days, in order that any necessary changes may be made in the arrangements or documents 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 person substituted for an Underwriter under this Section 9. Nothing herein shall relieve any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares Offered Securities hereunder on the First Closing Date and the aggregate number principal amount of Shares which Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number principal amount of Shares which the Underwriters are obligated to purchase on the First Closing DateOffered Securities, the Underwriters Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares Offered Securities by other persons, including any of the Underwriters, [[NYCORP:2642096v20:3642W:12/01/06--02:34 p]] but if no such arrangements are made by such date the nondefaulting Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which Offered Securities that such defaulting Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter or Underwriters so default and the aggregate number principal amount of Shares Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Shares Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. •Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the Selling Stockholdersseveral Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, except regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective Representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by the Company it pursuant to Section 7 hereof 5 and except the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the extent provided representations and warranties in Section 11 hereof2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi) or (vii) of Section 7(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each If any of the Underwriters shall fail to purchase and pay for all Shares any of the Reopening Securities agreed to be purchased by such Underwriter hereunder upon tender and such failure to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters purchase shall constitute a default in their the performance of its obligations under this Agreement, the remaining Underwriter(s) shall be obligated to purchase Shares hereunder on take up and pay for the First Closing Date and Reopening Securities which the defaulting Underwriter(s) agreed but failed to purchase; provided, however, that in the event that the aggregate number principal amount of Shares Reopening Securities which such the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase shall exceed 30% of the aggregate principal amount of Reopening Securities set forth in Schedule II hereto, the remaining Underwriter shall have the right to purchase all (but not less than all), but shall not be under any obligation to purchase any, of the Reopening Securities, and if such non-defaulting Underwriter(s) does not exceed 10 percent of purchase all the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such defaultReopening Securities, this Agreement will terminate without liability on the part of to any nondefaulting -21- 22 non-defaulting Underwriter or the Company Republic. In the event of any such default that does not result in a termination of this Agreement, either the Underwriters or the Selling StockholdersRepublic shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements. As used herein, except the term “Underwriter” includes any person substituted for the expenses to be paid by the Company an Underwriter pursuant to this Section 7 hereof and except to the extent provided in Section 11 hereof11.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the nondefaulting Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the nondefaulting Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, 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 the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the nondefaulting Underwriters or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representative for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section section 7 hereof and except to the extent provided in Section sections 10 and 11 hereof. In 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 shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and If one or more Underwriters defaults in its obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Firm Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Option Shares hereunder on the First Closing Date and the aggregate number of such Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten percent (10%) or less than the aggregate number of Firm Shares or Option Shares to be purchased by the Representative on behalf of all of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Dateat such time hereunder, the other Underwriters may make arrangements satisfactory to the Company and the Selling Stockholders Representative for the purchase of such Shares by other personspersons (who may include one or more of the nondefaulting Underwriters, including any of the UnderwritersRepresentative), but if no such arrangements are made by such date the nondefaulting Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Firm Shares which or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Shares that is more than ten percent (10%) of the aggregate number of 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 or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such defaultoccurs, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or and the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent other than as provided in Section 11 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 Closing Date or Option Closing Date, as the case may be, established as provided in Section 9 hereof for not more than seven (7) business days, in order that any necessary changes may be made in the arrangements or documents 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 person substituted for an Underwriter under this Section 9. Nothing herein shall relieve any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or the any Selling Stockholders, Shareholder except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 section 9 hereof and except to the extent provided in Section 11 section 12 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters ----------------------- default in their obligations to purchase Shares hereunder on Offered Securities under the First Closing Date Terms Agreement and the aggregate number principal amount of Shares which Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number principal amount of Shares which the Underwriters are obligated to purchase on the First Closing DateOffered Securities, the Underwriters Lead Underwriter may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder the Terms Agreement (including the provisions of this Agreement), to purchase the Shares which Offered Securities that such defaulting Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter or Underwriters so default and the aggregate number principal amount of Shares Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities and arrangements satisfactory to the Underwriters Lead Underwriter and the Company and the Selling Stockholders for the purchase of such Shares Offered Securities by other persons are not made within 36 hours after such default, this the Terms Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent as provided in Section 11 hereof8. As used in this Agreement, the term "Underwriter" includes any ----------- person substituted for an Underwriter under this Section 7. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section 7 shall be determined without regard to reduction in the respective Underwriters' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Company.

Default of Underwriters. It shall be a condition to If, on the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunderClosing Date, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each any one or more of the Underwriters shall fail or refuse to purchase and pay for all Shares Notes that it has or they have agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date such date, and the aggregate number principal amount of Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does is not exceed 10 percent more than one-tenth of the total number aggregate principal amount of Shares which the Underwriters are obligated Notes to purchase be purchased on the First Closing Datesuch date, the Underwriters 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 proportion to which their respective commitments hereunderhereunder bear to the total commitment of the non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares Notes 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 Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If If, on the Closing Date, any Underwriter or Underwriters so default shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Shares Notes with respect to which such default or defaults occur occurs is more than one-tenth of the above percentage aggregate principal amount of Notes to be purchased on such date, and arrangements satisfactory to the Underwriters you and the Company and the Selling Stockholders for the purchase of such Shares by other persons Notes are not made within 36 hours after such default, this Agreement will shall terminate without liability on the part of any nondefaulting -21- 22 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 full business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Selling StockholdersProspectus or in any other documents, except for the expenses to be paid by and the Company pursuant to Section 7 hereof and except will promptly file any amendments to the extent provided in Section 11 hereofRegistration Statement or supplements to the Prospectus which may thereby be made necessary.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each If any of the Underwriters shall fail to purchase and pay for all Shares any of the Reopening Securities agreed to be purchased by such Underwriter hereunder upon tender and such failure to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters purchase shall constitute a default in their the performance of its obligations under this Agreement, the remaining Underwriter(s) shall be obligated to purchase Shares hereunder on take up and pay for the First Closing Date and Reopening Securities which the defaulting Underwriter(s) agreed but failed to purchase; provided, however, that in the event that the aggregate number principal amount of Shares Securities which such the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase shall exceed 30% of the aggregate principal amount of Reopening Securities set forth in Schedule II hereto, the remaining Underwriter(s) shall have the right to purchase all (but not less than all), but shall not be under any obligation to purchase any, of the Reopening Securities, and if such non-defaulting Underwriter(s) does not exceed 10 percent of purchase all the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such defaultReopening Securities, this Agreement will terminate without liability on the part of to any nondefaulting -21- 22 non-defaulting Underwriter or the Company Republic. In the event of any such default that does not result in a termination of this Agreement, either the Underwriters or the Selling Stockholders, except Republic shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided Registration Statement or Final Prospectus or in Section 11 hereof.any other documents or

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than 10% of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or and the Selling Stockholders, Principal Shareholder except for the expenses to be paid by the Company pursuant to Section section 7 hereof and except to the extent provided in Section 11 section 10 hereof.. In 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 or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and ----------------------- obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or Company, and the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and Stockholder except to the extent provided in Section 11 section 12 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section section 7 hereof and except to the extent provided in Section sections 10 and 11 hereof. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default. 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 take such actions as may be taken by the Company 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. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or or, the Company or the any Selling Stockholders, Shareholder except for the expenses to be paid by the Company pursuant to Section 7 section 9 hereof and except to the extent provided in Section 11 section 12 hereof. In 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 shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default. 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 or any Selling Shareholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or any Selling Shareholder shall be unable to perform its obligations under this Agreement, the Company and the Selling Shareholders 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 reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.. In 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

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or the Selling Stockholders, Shareholder except for the expenses to be paid by the Company and the Selling Shareholder pursuant to Section 7 section 9 hereof and except to the extent provided in Section 11 section 12 hereof.

Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Common Shares hereunder, and a condition of your obligations or the obligation of each Underwriter Underwriter, as the case may be, to purchase the Common Shares hereunderin the manner as described herein, that, except as hereinafter in this paragraph provided, each of you or the Underwriters Underwriters, as the case may be, shall purchase and pay for all the Common Shares agreed to be purchased by you or such Underwriter hereunder upon tender to you individually or as the Underwriters Representative of the Underwriters, of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Option Closing Date Time and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase at such Closing Time does not exceed 10 percent 10% of the total number of Common Shares which the Underwriters are obligated to purchase on the First at such Closing DateTime, the Underwriters 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 non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on at such dateClosing Time. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is more than the above percentage and arrangements satisfactory to the Underwriters Representative and the Company and the Selling Stockholders for the purchase of such Common Shares by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 4 hereof and except to the extent provided in Section 11 Sections 6 and 7 hereof.. If applicable, in the event that Common Shares to which a default relates are to be purchased by the nondefaulting entities or by another party or

Default of Underwriters. It shall be a condition to the agreement this Agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters Underwriter shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default defaults in their its obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are defaulting Underwriter is obligated to purchase on the First Closing Date, then the Underwriters Representative (or, if the Representative is in default, the non-defaulting Underwriters) 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 date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such the defaulting Underwriters Underwriter agreed to but failed to purchase on such date. If any Underwriter or Underwriters so default defaults and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representative (or, if the Representative is in default, the non-defaulting Underwriters) and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling StockholdersCompany, except for the expenses to be paid by the Company pursuant to Section Sections 7 and 9 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representative (or, if the Representative is in default, the non-defaulting Underwriters) or the Company shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 12. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, 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.

Default of Underwriters. It (a) If any Underwriter shall be a condition default at the Closing Date or on any Option Closing Date in its obligation to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase take up and pay for all Shares agreed the Securities to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters 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, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase it under this Agreement on such date. If any Underwriter or Underwriters so default and , the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made Representatives shall use reasonable efforts, within 36 hours after such default, 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 Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Securities”). If, during such 36-hour period, the Representatives shall not have made such arrangements, then the Company shall be entitled to a further period of 36 hours within which to make arrangements for another party or parties satisfactory to you to purchase the Defaulted Securities. Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Securities does not exceed 10% of the total number of Securities to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Securities agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Securities exceeds 10% of the total number of Securities to be purchased on such date, the Representatives may terminate this Agreement will terminate by notice to the Company, without liability on the part of any nondefaulting -21- 22 Underwriter or party to any other party except that the Company or the Selling Stockholders, except for the expenses to provisions of Subsection 6(p) and Section 8 hereof shall at all times be paid by the Company pursuant to Section 7 hereof effective and except to the extent provided in Section 11 hereofshall survive such termination.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and ----------------------- obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First such Closing Date, the Underwriters 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 Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders Representatives for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or Underwriter, the Company or the Selling Stockholders, Stockholder except for the expenses to be paid by the Company and the Selling Stockholder pursuant to Section 7 section 9 hereof and except to the extent provided in Section 11 section 12 hereof.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders Shareholder to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters Representative may make arrangements satisfactory to the Company and the Selling Stockholders Shareholder for the purchase of such Shares by other persons, including any of the Underwriters, ; but if no such arrangements are made by such date date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters Representative and the Company and the Selling Stockholders Shareholder for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling StockholdersShareholder, 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.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderNotes in the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all Shares the Notes agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares Notes in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares Notes hereunder on the First Closing Date and the aggregate number principal amount of Shares Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number aggregate principal amount of Shares Notes which the Underwriters are obligated to purchase on the First Closing Date, the Underwriters may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such date the Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares Notes which such defaulting Underwriters agreed but failed to purchase on such datethe Closing Date. If any Underwriter or Underwriters so default and the aggregate number principal amount of Shares Notes with respect to which such default or defaults occur is more greater than 10% of the above percentage aggregate principal amount of Notes which the Underwriters are obligated to purchase on the Closing Date, and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 section 5 hereof and except to the extent provided in Section 11 section 8 hereof. In the event that Notes to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Underwriters shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter one or more Underwriters default in their obligations to purchase Shares Firm Securities or Option Securities hereunder on the First Closing Date and the aggregate number of Shares which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten percent or less of the total aggregate number of Shares which Firm Securities or Option Securities to be purchased by all of the Underwriters are obligated to purchase on the First Closing Dateat such time hereunder, the other Underwriters may make arrangements satisfactory to the Company and the Selling Stockholders Representatives for the purchase of such Shares Securities by other personspersons (who may include one or more of the non-defaulting Underwriters, including any of the UnderwritersRepresentatives), but if no such arrangements are made by such date the nondefaulting Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Shares which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Securities that is more than ten percent of the aggregate number of Shares with respect Firm Securities or Option Securities, as the case may be, to which be purchased by all of the Underwriters at such default or defaults occur is more than the above percentage time hereunder, and if arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons 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 will terminate without liability on the part of any nondefaulting -21- 22 non-defaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent other than as provided in Section 11 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representatives 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 Firm Securities or Option Securities, as the case may be, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion, exercised in consultation with Stroock & Stroock & Xxxxx LLP, may thereby be made necessary. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter one or more Underwriters default in their obligations to purchase Firm Shares or Option Shares hereunder on the First Closing Date and the aggregate number of such Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten percent or less of the total aggregate number of Firm Shares which or Option Shares to be purchased by all of the Underwriters are obligated to purchase on the First Closing Dateat such time hereunder, the other Underwriters may make arrangements satisfactory to the Company and the Selling Stockholders Representatives for the purchase of such Shares by other personspersons (who may include one or more of the nondefaulting Underwriters, including any of the UnderwritersRepresentatives), but if no such arrangements are made by such date the nondefaulting Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Firm Shares which or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Shares that is more than ten percent of the aggregate number of Firm Shares with respect or Option Shares, as the case may be, to which be purchased by all of the Underwriters at such default or defaults occur is more than the above percentage time hereunder, and if arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons Representatives 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 Representatives) of the Shares with respect to which such default occurs, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or and the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent other than as provided in Section 11 10 hereof.. In the event of any default by one or more Underwriters as described in this

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Class A Underwriter or Underwriters default in their obligations to purchase Shares Notes hereunder on the First Closing Date and (i) the aggregate number principal amount of Shares which Class A-1 Notes (in the case of the Class A-1 Underwriters), that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number principal amount of Shares which the Class A-1 Notes, (ii) the aggregate principal amount of Class A-2 Notes (in the case of the Class A-2 Underwriters) that such defaulting Underwriter or Underwriters are obligated agreed but failed to purchase on does not exceed 10% of the First Closing Datetotal principal amount of the Class A-2 Notes, (iii) the aggregate principal amount of Class A-3 Notes (in the case of the Class A-3 Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A-3 Notes, (iv) the aggregate principal amount of Class B Notes (in the case of the Class B Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Class B Notes and (v) the aggregate principal amount of Class C Notes (in the case of the Class C Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Class C Notes, the Underwriters Representatives may make arrangements satisfactory to the Company Seller and the Selling Stockholders TMCC for the purchase of such Shares Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes or Class C Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Closing Date the non-defaulting Class A-1 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which 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 B Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class B Notes, and the non-defaulting Class C Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class C Notes, in each case that such defaulting Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than and such default or defaults exceed 10% of the above percentage total principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes or the Class C Notes, as the case may be, and arrangements satisfactory to the Underwriters Seller and the Company and the Selling Stockholders TMCC for the purchase of such Shares Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter non-defaulting Underwriter, the Seller or the Company or the Selling StockholdersTMCC, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent as provided in Section 11 9 hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Shares in accordance with the terms hereof. If any Class A Underwriter or Underwriters default in their obligations to purchase Shares Offered Notes hereunder on the First Closing Date and (i) the aggregate number principal amount of Shares which Class A-2 Notes (in the case of the Class A-2 Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number principal amount of Shares which the Class A-2 Notes, (ii) the aggregate principal amount of Class A-3A Notes (in the case of the Class A-3A Underwriters) that such defaulting Underwriter or Underwriters are obligated agreed but failed to purchase on does not exceed 10% of the First Closing Datetotal principal amount of the Class A-3A Notes, (iii) the aggregate principal amount of Class A-3B Notes (in the case of the Class A-3B Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A-3B Notes and (iv) the aggregate principal amount of Class A-4 Notes (in the case of the 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 Class A-4 Notes, the Underwriters Representatives may make arrangements satisfactory to the Company Seller and the Selling Stockholders TMCC for the purchase of such Shares Class A-2 Notes, Class A-3A Notes, Class A-3B 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 such date the nondefaulting Closing Date, the non-defaulting Class A-2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such Class A-2 Notes, the non-defaulting Class A-3A Underwriters agreed but failed shall be obligated severally, in proportion to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, 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.their respective commitments