Common use of Default of Underwriters Clause in Contracts

Default of Underwriters. If any Underwriter defaults in its obligation to purchase Notes hereunder and if the total amount of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent of the total amount of Notes to be sold hereunder, and arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Shares or Option Shares hereunder and if the total amount aggregate number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Shares or Option Shares to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Shares that is more than ten percent of the total amount aggregate number of Notes Firm Shares or Option Shares, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Shares with respect to which such default occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 11 hereof. In the event of any default by one or more Underwriters as described in this Section 11, 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 1 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Shares or Option Shares, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 911. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof if the default is with respect to the Firm Closing Date and without liability for (i) the provisions Option Shares if such default is with respect to the Option Closing Date. In the event of any default by one or more Underwriters as described in this Section 8 hereof9, 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 (ii) delivery of the expenses to be paid Firm Securities or reimbursed by Option Securities, as the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Shares, or Options Shares hereunder and if the total amount aggregate number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Shares or Option Shares to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters)Firm Shares, the Notes which or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If In the event of any Underwriter so defaults and default by one or more Underwriters as described in this Section 9, the total amount of Notes with respect Representative shall have the right to which such default postpone the Firm Closing Date or defaults occur is the Option Closing Date, as the case may be, established as provided in Section 3 hereof for not more than ten percent seven business days in order that any necessary changes may be made in the arrangements or documents for the purpose and delivery of the total amount of Notes to be sold hereunderFirm Shares or Option Shares, and arrangements satisfactory to as the other Underwriters and the Company for the purchase of such Notes by other persons (who case may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5be. As used in this Agreement, the term "Underwriter" includes any person persons substituted for an Underwriter under this Section 9. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 9 hereof. In the event of any default by one or more Underwriters as described in this Section 8, 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 of this Agreement for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 98. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 12 hereof. In the event of any default by one or more Underwriters as described in this Section 11, 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 4 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 911. Nothing herein shall relieve a 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 each of the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Notes Shares hereunder on the First Closing Date and if the total amount aggregate number of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Representative may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, 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 defaults default and the total amount aggregate number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount of Notes to be sold hereunder, above percentage and arrangements satisfactory to the other Underwriters Representative, the Company and the Company Selling Stockholders for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting Underwriters any nondefaulting Underwriter or the Company or the Selling Stockholders, except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 58 hereof and except to the extent provided in 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 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 913. Nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 11 hereof. In the event of any default by one or more Underwriters as described in this Section 10, 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 910. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation to purchase Notes Shares hereunder and if the total amount number of Notes which Shares that such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount number of Notes Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally and not jointly to purchase (in the respective proportions which the amount number of Notes Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount number of Notes Shares set forth opposite the names of all the non-defaulting UnderwritersUnderwriters or in such other proportions as the Representatives may specify), the Notes which Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount number of Notes Shares to be sold hereunder, and arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the NotesShares, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 6 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 54(i) hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 97. In any such case, the Representatives shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event longer then seven (7) days, in order that the required changes, if any, in the Registration Statement and Prospectus or in any other documents or agreements may be made. Nothing herein shall relieve a defaulting Underwriter from liability for its defaultdefault hereunder.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Shares or Option Shares hereunder and if the total amount aggregate number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent (10%) or less of the total amount aggregate number of Notes Firm Shares or Option Shares to be sold purchased by all of the Underwriters at such time hereunder, the non-defaulting other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are made by the Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective 27 -27- commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Shares that is more than ten percent (10%) of the total amount aggregate number of Notes Firm Shares or Option Shares, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company Representative are not made within thirty-six (36) hours after such default for the purchase of such Notes by other persons (who may include one or more of the non-defaulting nondefaulting Underwriters, including the Representative) are not made within 36 hours after of the Shares with respect to which such defaultdefault occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting Underwriters or any nondefaulting Underwriter and the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Closing Date or Option Closing Date, as the case may be, established as provided in Section 9 hereof for not more than seven (i7) business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Shares or Option Shares, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation to purchase Notes Shares hereunder and if the total amount number of Notes Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount number of Notes Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount number of Notes Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount number of Notes Shares set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount number of Notes Shares to be sold hereunder, and arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the NotesShares, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 11 hereof. In the event of any default by one or more Underwriters as described in this Section 10, 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 4 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 910. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. (a) If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Notes Shares hereunder on the Closing Date or any Option Closing Date, as the case may be, and if the total amount aggregate number of Notes which Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less does not exceed 10.0% of the total amount aggregate number of Notes Shares the Underwriters are obligated to be sold hereunderpurchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally severally, and not jointly, in proportion to their respective commitments hereunder, to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Shares that such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so defaults default and the total amount aggregate number of Notes Shares with respect to which such default or defaults occur is more than ten percent exceeds 10.0% of the total amount number of Notes Shares that the Underwriters are obligated to be sold hereunderpurchase on such Closing Date, and arrangements satisfactory to the other Underwriters Representatives and the Company for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10 (provided that if such default occurs with respect to Shares after the Closing Date, this Agreement will not terminate as to the Shares purchased prior to termination). If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than 10.0% of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters or shall have the Company except for option to (i) terminate their obligation hereunder to purchase the provisions of Section 8 hereof, and Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the expenses aggregate number of Additional Shares that such non-defaulting Underwriters would have been obligated to be paid or reimbursed by purchase in the Company pursuant to Section 5absence of such default. As used in this Agreement, the term "“Underwriter" ” also includes any person substituted for an Underwriter under this Section 9Section. Nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation to purchase Notes Shares hereunder and if the total amount number of Notes Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount number of Notes Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount number of Notes Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount number of Notes Shares set forth opposite the names of all the non-defaulting Underwriters), ) the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount number of Notes Shares to be sold hereunder, and arrangements satisfactory to the other Underwriters Underwriters, the Company and the Company Selling Shareholders for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the NotesShares, will terminate without liability on the part of the non-defaulting Underwriters Underwriters, the Company or the Company Selling Shareholders except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 56 hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation to purchase Notes Shares hereunder and if the total amount number of Notes Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount number of Notes Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount number of Notes Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount number of Notes Shares set forth opposite the names of all the non-defaulting Underwriters), ) the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount number of Notes Shares to be sold hereunder, and arrangements satisfactory to the other Underwriters Underwriters, the Company and the Company Selling Shareholder for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the NotesShares, will terminate without liability on the part of the non-defaulting Underwriters Underwriters, the Company or the Company Selling Shareholder except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 56 hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. (a) If any Underwriter defaults in its obligation to purchase Notes hereunder Shares at the Closing Date or Option Closing Date, the Representative may in its discretion arrange for the Underwriters or another party or other parties to purchase such Shares on the terms contained herein within thirty-six (36) hours after such default by any Underwriter. In the event that, within the respective prescribed period, the Representative notifies the Company that it has so arranged for the purchase of such Shares, the Representative shall have the right to postpone the Closing Date or Option Closing Date, as the case may be, for a period of not more than seven (7) days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus that in the Representatives’ opinion may thereby be made necessary. The cost of preparing, printing and filing any such amendments shall be paid for by the Underwriters. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the total amount purchase of Notes which such the Shares of a defaulting Underwriter agreed but failed to purchase is ten percent or less Underwriters by the Representative as provided in subsection (a) above, if any, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh (1/11) of the total amount aggregate number of Notes Shares to be sold hereunderpurchased at the Closing Date or Option Closing Date, then the non-defaulting Underwriters Company shall be obligated severally have the right to purchase (in the respective proportions which the amount of Notes set forth opposite the name of require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Closing Date or Option Closing Date and, in Schedule I hereto bears addition, to the total amount of Notes set forth opposite the names of all the require each non-defaulting Underwriters), Underwriter to purchase its pro rata share (based on the Notes number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to for which such default or defaults occur is more than ten percent of the total amount of Notes to be sold hereunder, and arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) are have not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its defaultbeen made.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 11 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation one or more of the Underwriters shall fail at the Time of Delivery to purchase Notes the amount of Bonds which it or they are obligated to purchase hereunder (the "Defaulted Bonds"), then the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Bonds in such amounts as may be agreed upon and upon the terms herein set forth. If, however, during such 24 hours the Representatives shall not have completed such arrangements for the purchase of all of the Defaulted Bonds, then the Company shall be entitled to a further period of 24 hours within which to procure another party of parties satisfactory to the Representatives to purchase all of such Defaulted Bonds on such terms. If, after giving effect to any arrangements for the purchase of Defaulted Bonds by the Representatives and the Company as provided above, then: (a) if the total amount of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less Defaulted Bonds does not exceed 10% of the total aggregate principal amount of Notes to be the Bonds being sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (severally the full amount thereof in the proportions that their respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears underwriting obligations hereunder bear to the total amount of Notes set forth opposite the names underwriting obligations of all the non-defaulting Underwriters), or (b) if the Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent Defaulted Bonds exceeds 10% of the total aggregate principal amount of Notes to be the Bonds being sold hereunder, and arrangements satisfactory to the other Underwriters and Underwriting Agreement shall terminate without any liability on the part of the Company for the purchase of such Notes by other persons (who may include the or any non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale Underwriter. The termination of the Notes, will terminate Underwriting Agreement pursuant to this Section shall be without liability on the part of the Company or any of said non-defaulting Underwriters or Underwriters, except for the respective obligations of the Company except for (i) and the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company Underwriters pursuant to Section 5. As used 8 and except that the Company shall be obligated to reimburse the Underwriters for their out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in this Agreement, connection with the term "Underwriter" includes any person substituted for an Underwriter under this offering if the Underwriting Agreement could have been terminated by the Representatives pursuant to Section 96 or 10(b). Nothing herein shall relieve any Underwriter so defaulting from liability, if any, for such default. In the event of a defaulting Underwriter from liability default by any one or more Underwriters as set forth in this Section, either the Representatives or the Company shall have the right to postpone the Time of Delivery for its defaultan additional period not exceeding 7 days in order that any required changes in the Registration Statement and Prospectus or in any other documents or arrangements may be effected.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except for (i) the provisions other than as provided in Section 11 hereof. Nothing contained herein shall relieve a defaulting Underwriter of Section 8 hereof, and (ii) the expenses any liability it may have to be paid or reimbursed by the Company pursuant or the Selling Securityholder for damages caused by its default. 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 53 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. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation one or more of the Underwriters shall fail at the Time of Delivery to purchase Notes the amount of Bonds which it or they are obligated to purchase hereunder (the "Defaulted Bonds"), then the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Bonds in such amounts as may be agreed upon and upon the terms herein set forth. If, however, during such 24 hours the Representatives shall not have completed such arrangements for the purchase of all of the Defaulted Bonds, then the Company shall be entitled to a further period of 24 hours within which to procure another party or parties satisfactory to the Representatives to purchase all of such Defaulted Bonds on such terms. If, after giving effect to any arrangements for the purchase of Defaulted Bonds by the Representatives and the Company as provided above, then: (a) if the total amount of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less Defaulted Bonds does not exceed 10% of the total aggregate principal amount of Notes to be the Bonds being sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (severally the full amount thereof in the proportions that their respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears underwriting obligations hereunder bear to the total amount of Notes set forth opposite the names underwriting obligations of all the non-defaulting Underwriters), or (b) if the Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent Defaulted Bonds exceeds 10% of the total aggregate principal amount of Notes to be the Bonds being sold hereunder, and arrangements satisfactory to the other Underwriters and Underwriting Agreement shall terminate without any liability on the part of the Company for the purchase of such Notes by other persons (who may include the or any non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale Underwriter. The termination of the Notes, will terminate Underwriting Agreement pursuant to this Section shall be without liability on the part of the Company or any of said non-defaulting Underwriters or Underwriters, except for the respective obligations of the Company except for (i) and the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company Underwriters pursuant to Section 5. As used 8 and except that the Company shall be obligated to reimburse the Underwriters for their out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in this Agreement, connection with the term "Underwriter" includes any person substituted for an Underwriter under this Section 9offering if the Underwriting Agreement could have been terminated by the Representatives pursuant to Sections 6 or 10(b). Nothing herein shall relieve any Underwriter so defaulting from liability, if any, for such default. In the event of a defaulting Underwriter from liability default by any one or more Underwriters as set forth in this Section, either the Representatives or the Company shall have the right to postpone the Time of Delivery for its defaultan additional period not exceeding 7 days in order that any required changes in the Registration Statement and Prospectus or in any other documents or arrangements may be effected.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 11 hereof. In the event of any default by one or more Underwriters as described in this Section 10, 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 910. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Shares or Option Shares hereunder and if the total amount aggregate number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Shares or Option Shares to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Shares that is more than ten percent of the total amount aggregate number of Notes Firm Shares or Option Shares, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, established as provided in Section 4 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Shares or Option Shares, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation to purchase Notes Shares hereunder and if the total amount number of Notes which Shares that such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount number of Notes Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally and not jointly to purchase (in the respective proportions which the amount number of Notes Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I II hereto bears to the total amount number of Notes Shares set forth opposite the names of all the non-defaulting UnderwritersUnderwriters or in such other proportions as you may specify), the Notes which Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount number of Notes Shares to be sold hereunder, and arrangements satisfactory to the other Underwriters and the Company and the Selling Shareholders for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the NotesShares, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 55(i) hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. In any such case, you shall have the right to postpone the Closing Date, or the Option Closing Date, as the case may be, but in no event longer then seven (7) days, in order that the required changes, if any, in the Registration Statement and Prospectus or in any other documents or agreements may be made. Nothing herein shall relieve a defaulting Underwriter from liability for its defaultdefault hereunder.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Shares, or Option Shares hereunder and if the total amount aggregate number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Shares or Option Shares to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters)Firm Shares, the Notes which or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If In the event of any Underwriter so defaults and default by one or more Underwriters as described in this Section 9, the total amount of Notes with respect Representatives shall have the right to which such default postpone the Firm Closing Date or defaults occur is the Option Closing Date, as the case may be, established as provided in Section 3 hereof for not more than ten percent seven business days in order that any necessary changes may be made in the arrangements or documents for the purpose and delivery of the total amount of Notes to be sold hereunderFirm Shares or Option Shares, and arrangements satisfactory to as the other Underwriters and the Company for the purchase of such Notes by other persons (who case may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5be. As used in this Agreement, the term "Underwriter" includes any person persons substituted for an Underwriter under this Section 9. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation to purchase Notes Shares hereunder and if the total amount number of Notes which Shares that such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount number of Notes Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally and not jointly to purchase (in the respective proportions which the amount number of Notes Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount number of Notes Shares set forth opposite the names of all the non-defaulting UnderwritersUnderwriters or in such other proportions as the Representatives may specify), the Notes which Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount number of Notes Shares to be sold hereunder, and arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the NotesShares, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 SECTION 6 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5SECTION 4(i) hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9SECTION 7. In any such case, the Representatives shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event longer then seven (7) days, in order that the required changes, if any, in the Registration Statement and Prospectus or in any other documents or agreements may be made. Nothing herein shall relieve a defaulting Underwriter from liability for its defaultdefault hereunder.

Default of Underwriters. If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Underwritten Notes hereunder and if [(i) the total aggregate principal amount of Class A-1 Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which case of the amount of Notes Class A-1 Underwriters) as set forth opposite the name of each non-defaulting Underwriter in on Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A-1 Notes, (ii) the aggregate principal amount of Class A-2 Notes (in the case of the Class A-2 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total 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) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Class A-3 Notes, (iv) the aggregate principal amount of Class A-4 Notes (in the case of the Class A-4 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A-4 Notes and (v) the aggregate principal amount of Class B Notes (in the case of the Class B Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class B Notes], the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such [Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or Class B Notes], as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, [the non-defaulting Class A-1 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-1 Notes, the non-defaulting Class A-2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-2 Notes, the non-defaulting Class A-3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-3 Notes, the non-defaulting Class A-4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-4 Notes, the non-defaulting Class B Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class B Notes,], in each case that such defaulting Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent and such default or defaults exceed 10% of the total principal amount of the [Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes to be sold hereunderor the Class B Notes], as the case may be, and arrangements satisfactory to the other Underwriters Seller and the Company TMCC for the purchase of such Underwritten Notes by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter, the Seller or the Company TMCC, except for (i) the provisions of as provided in Section 8 9 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "“Underwriter" ” includes any person substituted for an Underwriter under this Section 9Section. Nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation ----------------------- their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except or the Operating Partnership other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If If, at the Closing, any Underwriter defaults in its obligation one or more of the Underwriters shall fail or refuse to purchase Notes Securities that it has or they have agreed to purchase hereunder on such date, and if the total aggregate principal amount of Notes Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the total aggregate principal amount of Notes Securities to be sold hereunderpurchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Closing Date, the other Underwriters shall be obligated severally to purchase (in the respective proportions which that the principal amount of Notes Securities set forth opposite the name of each non-defaulting Underwriter their respective names in Schedule I II hereto bears to the total aggregate principal amount of Notes Securities set forth opposite the names of all the such non-defaulting Underwriters), or in such other proportions as the Notes Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date. If If, at the Closing, any Underwriter so defaults or Underwriters shall fail or refuse to purchase Securities and the total aggregate principal amount of Notes Securities with respect to which such default or defaults occur occurs is more than ten percent per cent of the total aggregate principal amount of Notes Securities to be sold hereunderpurchased, and arrangements satisfactory to the other Underwriters Representatives and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Securities are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will Agreement shall terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company. In any such case either the Representatives or the Company except shall have the right to postpone the Closing, but in no event for (i) longer than seven days, in order that the provisions of Section 8 hereofrequired changes, if any, in the Registration Statement and (ii) in the expenses to Prospectus or in any other documents or arrangements may be paid or reimbursed by the Company pursuant to Section 5effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 911. Nothing herein Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the non-defaulting other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the nondefaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriter, the Company other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representatives shall have the right to postpone the Firm Closing Date or the Company except Option Closing Date, as the case may be, established as provided in Section 3 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Shares or Option Shares hereunder and if the total amount aggregate number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent (10%) or less of the total amount aggregate number of Notes Firm Shares or Option Shares to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Shares that is more than ten percent (10%) of the total amount aggregate number of Notes Firm Shares or Option Shares, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company Representative are not made within thirty-six (36) hours after such default for the purchase of such Notes by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) are not made within 36 hours after of the Shares with respect to which such defaultdefault occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters or Underwriter and the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Closing Date or Option Closing Date, as the case may be, established as provided in Section 9 hereof for not more than seven (i7) business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Shares or Option Shares, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation to purchase Notes Shares hereunder and if the total amount number of Notes Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount number of Notes Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount number of Notes Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I II hereto bears to the total amount number of Notes Shares set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount number of Notes Shares to be sold hereunder, and arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the NotesShares, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 56. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. (a) If any Underwriter defaults in its obligation to purchase Notes hereunder Shares at a Time of Delivery, the Representative may in its discretion arrange for one or more other Underwriters and/or one or more other parties to purchase such Shares on the terms contained herein within thirty-six (36) hours after such default by any Underwriter. In the event that, within the respective prescribed period, the Representative notifies the Company that they have so arranged for the purchase of such Shares, the Representative shall have the right to postpone a Time of Delivery for period of not more than seven (7) days in order to effect whatever changes may thereby be made necessary in the Prospectus or Registration Statement or with the FINRA OTC Bulletin Board application, or in any other documents or arrangements, and if the total amount Company agrees to file promptly any amendments to the Prospectus that in the Representative's opinion may thereby be made necessary. (b) If, after giving effect to any arrangements for the purchase of Notes which such the Shares of a defaulting Underwriter agreed but failed to purchase is ten percent or less Underwriters by the Representative as provided in Section 9(a) above, if any, the aggregate number of such Shares which remain does not exceed one-eleventh (1/11) of the total amount aggregate number of Notes Shares to be sold hereunderpurchased at such Time of Delivery, then the non-defaulting Underwriters Company shall be obligated severally have the right to purchase (in the respective proportions which the amount of Notes set forth opposite the name of require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in Schedule I hereto bears addition, to the total amount of Notes set forth opposite the names of all the require each non-defaulting Underwriters), Underwriter to purchase its pro rata share (based on the Notes number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to for which such default or defaults occur is more than ten percent of the total amount of Notes to be sold hereunder, and arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) are have not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its defaultbeen made.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 8, 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 1 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 98. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Units, or Option Units hereunder and if the total amount aggregate number of Notes which such Units that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Units or Option Units to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Units by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters)Firm Units, the Notes which or Option Units that such defaulting Underwriter or Underwriters agreed but failed to purchase. If In the event of any Underwriter so defaults and default by one or more Underwriters as described in this Section 9, the total amount of Notes with respect Representative shall have the right to which such default postpone the Firm Closing Date or defaults occur is the Option Closing Date, as the case may be, established as provided in Section 3 hereof for not more than ten percent seven business days in order that any necessary changes may be made in the arrangements or documents for the purpose and delivery of the total amount of Notes to be sold hereunderFirm Units or Option Units, and arrangements satisfactory to as the other Underwriters and the Company for the purchase of such Notes by other persons (who case may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5be. As used in this Agreement, the term "Underwriter" includes any person persons substituted for an Underwriter under this Section 9. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, then the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of each of the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Notes Shares hereunder on the First Closing Date and if the total amount aggregate number of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, 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 defaults default and the total amount aggregate number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount of Notes to be sold hereunder, above percentage and arrangements satisfactory to the other Underwriters Representatives, the Company and the Company Selling Stockholders for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting Underwriters any nondefaulting Underwriter or the Company or the Selling Stockholders, except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 58 hereof and except to the extent provided in 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 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 913. Nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Securities with respect to which such default occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter, the Company or the Company except Manager other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Firm Closing Date or the Option Closing Date, as the case may be, established as provided in Section 3 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by case may be. In the event of any such default, the Company pursuant shall have the right to postpone the Firm Closing Date or the Option Closing Date, as the case may be, in order to enable the Company to call and hold an in-person meeting of the directors to approve of any substitute underwriters as required by Section 515 of the Investment Company Act. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation to purchase Notes Shares hereunder and if the total amount number of Notes Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount number of Notes Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount number of Notes Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount number of Notes Shares set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount number of Notes Shares to be sold hereunder, and arrangements satisfactory to the other Underwriters Underwriters, the Company and the Company Selling Shareholders for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the NotesShares, will terminate without liability on the part of the non-defaulting Underwriters or the Company or the Selling Shareholders except for (i) the provisions of Section 8 9 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 56. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 910. Nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Underwritten Notes hereunder and if (i) the total aggregate principal amount of Class A‑2 Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which case of the amount of Notes Class A‑2 Underwriters) as set forth opposite the name of each non-defaulting Underwriter in on Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A‑2 Notes, (ii) the aggregate principal amount of Class A‑3 Notes (in the case of the Class A‑3 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total 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) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A‑4 Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class A‑2 Notes, Class A‑3 Notes or Class A‑4 Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class A‑2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑2 Notes, the non-defaulting Class A‑3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑3 Notes and the non-defaulting Class A‑4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑4 Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent and such default or defaults exceed 10% of the total principal amount of the Class A‑2 Notes, the Class A‑3 Notes to be sold hereunderor the Class A‑4 Notes, as the case may be, and arrangements satisfactory to the other Underwriters Seller and the Company TMCC for the purchase of such Underwritten Notes by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreementany non‑defaulting Underwriter, the term "Underwriter" includes any person substituted for an Underwriter under this Seller or TMCC, except as provided in Section 99 hereof. Nothing herein shall relieve a defaulting Underwriter from liability for its default.As

Default of Underwriters. (a) If any Underwriter defaults shall default in its obligation to purchase Notes hereunder and if the total amount of Notes Securities which such defaulting Underwriter it has agreed but failed to purchase is ten percent or less of under the total amount of Notes to be sold hereunderTerms Agreement, the non-defaulting Underwriters shall be obligated severally may in their discretion arrange for one or more Underwriters or other parties to purchase (such Securities on the terms contained in the respective proportions which the amount of Notes set forth opposite the name of each nonTerms Agreement. If within thirty-defaulting six (36) hours after such default by any Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent of the total amount of Notes to be sold hereunder, and arrangements satisfactory to the other Underwriters and the Company do not arrange for the purchase of such Notes by Securities, then KoFC shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other persons (who may include parties satisfactory to the non-defaulting UnderwritersUnderwriters to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify KoFC that they have so arranged for the purchase of such Securities, or KoFC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Securities, the non-defaulting Underwriters or KoFC shall have the right to postpone the Closing Date for a period of not more than seven (7) are not days, in order to effect whatever changes may thereby be made within 36 hours after such defaultnecessary in the Registration Statement, this Agreementany Issuer Free Writing Prospectus or the Prospectus, insofar as it relates or in any other documents or arrangements, and KoFC agrees to file promptly any amendments to the sale of Registration Statement, any Issuer Free Writing Prospectus or the Notes, will terminate without liability on Prospectus which in the part opinion of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to may thereby be paid or reimbursed by the Company pursuant to Section 5made necessary. As The term “Underwriter” as used in this Agreement, the term "Underwriter" includes Section 8 shall include any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve 8 with like effect as if such person had originally been a defaulting Underwriter from liability for its defaultparty to the Terms Agreement with respect to such Securities.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except for (i) other than as provided in Section 10 hereof. In the provisions event of any default by one or more Underwriters as described in this Section 8 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 (ii) delivery of the expenses to be paid Firm Securities or reimbursed by Option Securities, as the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If If, at any Underwriter defaults in its obligation Closing, any one or more of the ----------------------- Underwriters shall fail or refuse to purchase Notes Shares that it has or they have agreed to purchase hereunder on such date, and if the total amount aggregate number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the total amount aggregate number of Notes the Shares to be sold hereunderpurchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally to purchase (in the respective proportions which that the amount number of Notes Firm Shares set forth opposite the name of each non-defaulting Underwriter their respective names in Schedule I 1 hereto bears to the total amount aggregate number of Notes Firm Shares set forth opposite the names of all the such non-defaulting Underwriters), or in such other proportions as the Notes Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date. If If, at the First Closing, any Underwriter so defaults or Underwriters shall fail or refuse to purchase Firm Shares and the total amount aggregate number of Notes Firm Shares with respect to which such default or defaults occur occurs is more than ten percent per cent of the total amount aggregate number of Notes Firm Shares to be sold hereunderpurchased, and arrangements satisfactory to the other Underwriters Representatives, the Company and the Company Selling Stockholders for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Firm Shares are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or any Selling Stockholder. In any such case either the Representatives or the Company shall have the right to postpone the Closing, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters or shall have the Company except for option to (i) the provisions of Section 8 hereof, and terminate their obligation hereunder to purchase Option Shares or (ii) purchase not less than the expenses number of Option Shares that such non-defaulting Underwriters would have been obligated to be paid or reimbursed by purchase in the Company pursuant to Section 5absence of such default. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 98. Nothing herein Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. It shall be a condition to this Agreement and to the obligations of the Company to sell and deliver the Shares hereunder, and to the obligations of each Underwriter to purchase the Shares in the manner described herein, that, except as hereinafter provided in this Section 12, each of the Underwriters (except a defaulting Underwriter) shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters defaults in its obligation or their obligations to purchase Notes Shares hereunder on either the First Closing Date or the Second Closing Date and if the total amount aggregate number of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Shares that such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase does not exceed ten percent (10% ) of the total number of Shares the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so defaults default and the total amount aggregate number of Notes Shares with respect to which such default or defaults occur is more greater than ten percent of the total amount of Notes to be sold hereunder, above percentage and arrangements satisfactory to the other Underwriters and the Company Representatives for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 thirty-six (36) hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of any nondefaulting Underwriter or the non-defaulting Company, except to the extent provided in Section 11. If Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company except shall have the right to postpone the First or Second Closing Date, as the case may be, for (i) not more than seven business days in order that the provisions of Section 8 hereofnecessary changes in the Registration Statement, Prospectus, and (ii) the expenses to any other documents, as well as any other arrangements, may be paid or reimbursed by the Company pursuant to Section 5effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 912. Nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. (a) If any Underwriter defaults shall default in its obligation to purchase the Notes hereunder and if the total amount of Notes which such defaulting Underwriter that it has agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the nonRepresentatives may in their discretion arrange for themselves or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-defaulting Underwriters six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Notes, then the Bank shall be obligated severally entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase (such Notes on such terms. In the event that, within the respective prescribed period, the Representatives notify the Bank that they have so arranged for the purchase of such Notes, or the Bank notifies the Representatives that it has so arranged for the purchase of such Notes, the Representatives or the Bank shall have the right to postpone the Closing Date for such Notes for a period of not more than seven calendar days, in order to effect whatever changes may thereby be made necessary in the respective proportions which Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Bank agrees to file promptly any amendments or supplements to the Registration Statement, the Time of Sale Information or the Prospectus that in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used herein shall include any person substituted under this Section 11 with like effect as if such person had originally been a party to this Agreement. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the Representatives and the Bank as provided in subsection (a) above, the aggregate principal amount of such Notes set forth opposite that remains unpurchased does not exceed one-eleventh of the name aggregate principal amount of all the Notes, then the Bank shall have the right to require each non-defaulting Underwriter in Schedule I hereto bears to purchase the total principal amount of Notes set forth opposite the names of all the that such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriters), Underwriter to purchase its pro rata share (based on the principal amount of Notes that such Underwriter agreed to purchase hereunder) of the Notes which of such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to for which such default or defaults occur is more than ten percent of the total amount of Notes to be sold hereunder, and arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) are have not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the Representatives and the Bank as provided in subsection (a) above, the aggregate principal amount of Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, as referred to in subsection (b) above, or if the Bank shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Notes of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Bank, except for the expenses to be borne by the Bank and the Underwriters as provided in Section 8 hereof and the indemnity and contribution agreements in Section 10 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Shares or Option Shares hereunder and if the total amount aggregate number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten (10%) percent or less of the total amount aggregate number of Notes Firm Shares or Option Shares to be sold purchased by all of the Underwriters at such time hereunder, the non-defaulting other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are made by the Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Shares that is more than ten (10%) percent of the total amount aggregate number of Notes Firm Shares or Option Shares, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of any nondefaulting Underwriter and the non-defaulting Company other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Closing Date or the Company except Option Closing Date, as the case may be, for not more than seven (i7) business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Shares or Option Shares, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, then the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Shares or Option Shares hereunder and if the total amount aggregate number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Shares or Option Shares to be sold purchased by all of the Underwriters at such time hereunder, the non-defaulting other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are made by the Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Shares that is more than ten percent of the total amount aggregate number of Notes Firm Shares or Option shares, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of any nondefaulting Underwriter and the non-defaulting Company other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Closing Date or the Company except Option Closing Date, as the case may be, established as provided in Section 9 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Shares or Option Shares, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a defaulting Underwriter from liability for its default.Section

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-any non- defaulting Underwriters Underwriter or the Company except or the Selling Stockholder other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Representatives are not made within 36 hours after such default, this Agreement, insofar as it relates to default for the sale of the Notes, will terminate without liability on the part purchase by other persons (who may include one or more of the non-defaulting Underwriters or Underwriters, including the Company except for (iRepresentatives) of the provisions of Section 8 hereof, and (ii) the expenses Securities with respect to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.which

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Notes Shares hereunder on either the First Closing Date or the Second Closing Date and if the total amount aggregate number of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase does not exceed ten percent of the total number of Shares that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so defaults default and the total amount aggregate number of Notes Shares with respect to which such default or defaults occur is more greater than ten percent of the total amount number of Notes Shares which the Underwriters are obligated to be sold hereunderpurchase on such Closing Date, and arrangements satisfactory to the other Underwriters and the Company Representatives for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 thirty-six hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting Underwriters any nondefaulting Underwriter or the Company Company, except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5section 7 hereof, and except to the extent provided in 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 9section. Nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except for (i) other than as provided in Section 10 hereof. In the provisions event of any default by one or more Underwriters as described in this Section 8 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 (ii) delivery of the expenses to be paid Firm Securities or reimbursed by Option Securities, as the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities, Option Securities or Selling Securityholder Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities, Option Securities or Selling Securityholder Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters)Firm Securities, the Notes which Option Securities or Selling Securityholder Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities, Option Securities or Selling Securityholder Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except and the Subsidiaries other than as provided in Section 11 hereof. In the event of any default by one or more Underwriters as described in this Section 10, 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 4 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities, and (ii) Option Securities or Selling Securityholder Securities, as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person ----------- substituted for an Underwriter under this Section 910. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, then the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company Representatives are not made within twenty-four (24) hours after such default for the purchase of such Notes by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) are not made within 36 hours after of the Securities with respect to which such defaultdefault occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 11 hereof. In the event of any default by one or more Underwriters as described in this Section 10, 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If If, at any Underwriter defaults in its obligation Closing, any one or more of the Underwriters shall fail or refuse to purchase Notes Shares that it has or they have agreed to purchase hereunder on such date, and if the total amount aggregate number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the total amount aggregate number of Notes the Shares to be sold hereunderpurchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally to purchase (in the respective proportions which that the amount number of Notes Firm Shares set forth opposite the name of each non-defaulting Underwriter their respective names in Schedule I 1 hereto bears to the total amount aggregate number of Notes Firm Shares set forth opposite the names of all the such non-defaulting Underwriters), or in such other proportions as the Notes Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date. If If, at the First Closing, any -41- 43 Underwriter so defaults or Underwriters shall fail or refuse to purchase Firm Shares and the total amount aggregate number of Notes Firm Shares with respect to which such default or defaults occur occurs is more than ten percent per cent of the total amount aggregate number of Notes Firm Shares to be sold hereunderpurchased, and arrangements satisfactory to the other Underwriters Representatives, the Company and the Company Selling Stockholders for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Firm Shares are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or any Selling Stockholder. In any such case either the Representatives or the Company shall have the right to postpone the Closing, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters or shall have the Company except for option to (i) the provisions of Section 8 hereof, and terminate their obligation hereunder to purchase Option Shares or (ii) purchase not less than the expenses number of Option Shares that such non- defaulting Underwriters would have been obligated to be paid or reimbursed by purchase in the Company pursuant to Section 5absence of such default. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 98. Nothing herein Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the non-other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non- defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except for (i) the provisions of other than as provided in Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.10 37

Default of Underwriters. If If, at the First Closing, any Underwriter defaults in its obligation one or more ----------------------- of the Underwriters shall fail or refuse to purchase Notes Shares that it has or they have agreed to purchase hereunder on such date, and if the total amount aggregate number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the total amount aggregate number of Notes the Shares to be sold hereunderpurchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date, the other Underwriters shall be obligated severally to purchase (in the respective proportions which that the amount number of Notes Firm Shares set forth opposite the name of each non-defaulting Underwriter their respective names in Schedule I II hereto bears to the total amount aggregate number of Notes Firm Shares set forth opposite the names of all the such non-defaulting Underwriters), or in such other proportions as the Notes Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date. If If, at the First Closing, any Underwriter so defaults or Underwriters shall fail or refuse to purchase Firm Shares and the total amount aggregate number of Notes Firm Shares with respect to which such default or defaults occur occurs is more than ten percent per cent of the total amount aggregate number of Notes Firm Shares to be sold hereunderpurchased, and arrangements satisfactory to the other Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Firm Shares are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders. In any such case either the Representatives or the Company shall have the right to postpone the Closing, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters or shall have the Company except for option to (i) the provisions of Section 8 hereof, and terminate their obligation hereunder to purchase Option Shares or (ii) purchase not less than the expenses number of Option Shares that such non-defaulting Underwriters would have been obligated to be paid or reimbursed by purchase in the Company pursuant to Section 5absence of such default. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 98. Nothing herein Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. If any Underwriter defaults in its obligation one or more of the Underwriters shall fail or refuse to purchase Notes hereunder the Firm Shares which it or they have agreed to purchase under this Agreement and if the total aggregate principal amount of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total principal amount of Firm Shares, 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 the 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 pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Firm Shares without the written consent of such Underwriter. If any Underwriter so defaults one or more of the Underwriters shall fail or refuse to purchase Firm Shares or Option Shares under this Agreement and the total principal amount of Notes Firm Shares with respect to which such default or defaults occur occurs is more than ten percent one-tenth of the total amount of Notes to be sold hereunderFirm Shares, and if arrangements satisfactory to the other Underwriters and the Company you are not made within 36 hours after such default for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after of the Shares with respect to which such defaultdefault occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting any nondefaulting Underwriters or the Company except other than as provided in Section 10 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions Registration Statement, the Prospectus, the other documents and the arrangements for the purchase and delivery of Section 8 hereofthe Firm Shares or Option Shares, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 11 hereof. In the event of any default by one or more Underwriters as described in this Section 8, 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 1 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a defaulting Underwriter from liability for its default."

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except Company, the Selling Stockholders and Xxxxx X. Xxxxxx, other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation ----------------------- their obligations to purchase Notes Initial Shares or Option Shares hereunder and if the total amount aggregate number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Initial Shares or Option Shares to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Closing Date or the related Date of Delivery, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Initial Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Shares that is more than ten percent of the total amount aggregate number of Notes Initial Shares or Option Shares, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Representatives are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Shares with respect to which such default occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except for (i) other than as provided in Section 11 hereof. In the provisions event of any default by one or more Underwriters as described in this Section 8 9, the Representatives shall have the right to postpone the Closing Date or the Date of Delivery, 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 (ii) delivery of the expenses to be paid Initial Shares or reimbursed by Option Shares, as the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation to purchase Notes Shares hereunder and if the total amount number of Notes Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount number of Notes Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount number of Notes Shares set forth opposite the name of each non-non- defaulting Underwriter in Schedule I hereto bears to the total amount number of Notes Shares set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount number of Notes Shares to be sold hereunder, and arrangements satisfactory to the other Underwriters Underwriters, the Company and the Company Selling Stockholder for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are Underwriters)are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the NotesShares, will terminate without liability on the part of the non-defaulting Underwriters Underwriters, the Company or the Company Selling Stockholder except for (i) the provisions of Section 8 hereof, hereof and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 56. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall 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 Representatives of all such Shares in accordance with the terms hereof. If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Notes Shares hereunder on the First Closing Date and if the total amount aggregate number of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, 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 defaults default and the total amount aggregate number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount of Notes to be sold hereunder, above percentage and arrangements satisfactory to the other Underwriters Representatives and the Company and the Selling Stockholders for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting Underwriters any nondefaulting Underwriter or the Company or the Selling Stockholders, except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 57 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 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 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.,

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 12 hereof. In the event of any default by one or more Underwriters as described in this Section 10, 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 4 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 910. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate [number] [principal amount] of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate [number] [principal amount] of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives[s] for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative[s]), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate [number] [principal amount] of Securities that is more than ten percent of the total amount aggregate [number] [principal amount] of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Representative[s] 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[s]) of the Securities with respect to which such default occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 8, the Representative[s] 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 1 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 98. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Offerors to sell and deliver the Preferred Securities hereunder, and of each Underwriter to purchase the Preferred Securities hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Preferred Securities agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Preferred Securities in accordance with the terms hereof. If any an Underwriter defaults in its obligation to purchase Notes Preferred Securities hereunder on the Closing Date or the Option Closing Date, as the case may be, and if the total amount aggregate number of Notes Preferred Securities which such defaulting Underwriter agreed but failed to purchase is ten does not exceed 10 percent or less of the total amount number of Notes Firm Securities or Option Securities, as the case may be, which the Underwriters are obligated to be sold hereunderpurchase on the Closing Date or the Option Closing Date, as the case may be, the non-defaulting Underwriters Representatives may make arrangements satisfactory to the Offerors for the purchase of such Preferred Securities by other persons, including the Representatives, but if no such arrangements are made by such date the nondefaulting Underwriter shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such date. If any Underwriter so defaults and the total amount aggregate number of Notes Preferred Securities with respect to which such default or defaults occur occurs is more than ten percent of the total amount of Notes to be sold hereunder, above percentage and arrangements satisfactory to the other Underwriters Representatives and the Company Offerors for the purchase of such Notes Preferred Securities by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting Underwriters nondefaulting Underwriter or the Company Offerors, except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company Offerors pursuant to Section 5. As used 5 hereof and except to the extent provided in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default7 hereof.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, then the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments 25 26 hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Securities with respect to which such default occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Firm Closing Date or the Option Closing Date, as the case may be, established as provided in Section 3 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to this Agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each Underwriter shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter defaults in its obligation obligations to purchase Notes Shares hereunder on the First Closing Date and if the total amount aggregate number of Notes Shares which such the defaulting Underwriter agreed but failed to purchase is ten does not exceed 10 percent or less of the total amount number of Notes Shares which the defaulting Underwriter is obligated to be sold hereunderpurchase on the First Closing Date, then the Representative (or, if the Representative is in default, the non-defaulting Underwriters) may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the non-defaulting Underwriters shall be obligated severally severally, in proportion to their respective commitments hereunder, to purchase (in the respective proportions Shares which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears agreed to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such date. If any Underwriter so defaults and the total amount aggregate number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount of Notes to be sold hereunder, above percentage and arrangements satisfactory to the other Underwriters Representative (or, if the Representative is in default, the non-defaulting Underwriters) and the Company for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be paid by the Company pursuant to 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 except shall have the right to postpone the First Closing Date for (i) not more than seven business days in order that the provisions of Section 8 hereofnecessary changes in the Registration Statement, Prospectus and (ii) the expenses to any other documents, as well as any other arrangements, may be paid or reimbursed by the Company pursuant to Section 5effected. As used in this Agreement, the term "“Underwriter" ” includes any person substituted for an Underwriter under this Section 912. Nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, as the case may be, and (ii) the expenses to be paid or reimbursed by the Company pursuant agrees to Section 5file 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Class A Underwriter defaults or Underwriters default in its obligation their obligations to purchase Offered Notes hereunder and if (i) the total aggregate principal amount of Class [A-2] Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which case of the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Class [A-2] Underwriters), the Notes which ) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of 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 agreed but failed to purchase does not exceed 10% of the total principal amount of the 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 Class [A-4] Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class [A-2] Notes, Class [A-3] Notes or Class [A-4] Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class [A-2] Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class [A-2] Notes, the non-defaulting Class [A-3] Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class [A-3] Notes and the non-defaulting Class [A-4] Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class [A-4] Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent and such default or defaults exceed 10% of the total principal amount of the Class [A-2] Notes, the Class [A-3] Notes to be sold hereunderor the Class [A-4] Notes, as the case may be, and arrangements satisfactory to the other Underwriters Seller and the Company TMCC for the purchase of such Offered Notes by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter, the Seller or the Company TMCC, except for (i) the provisions of as provided in Section 8 9 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "“Underwriter" ” includes any person substituted for an Underwriter under this Section 9Section. Nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include on or more of the non-defaulting Underwriters, including the Representative) of the Securities with respect to which such default occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Firm Closing Date or the Option Closing Date, as the case may be, established as provided in Section 3 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Firm Notes or Option Notes hereunder and if the total amount aggregate number of such Notes which that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Firm Notes or Option Notes to be sold purchased by all of the Underwriters at such time hereunder, the non-defaulting other Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent of the total amount of Notes to be sold hereunder, and may make arrangements satisfactory to the other Underwriters and the Company Representatives for the purchase of such Notes by other persons (who may include one or more of the non-defaulting Underwriters) , including the 22. Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase the Firm Notes or Option Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If one or more Underwriters so default with respect to an aggregate number of Notes that is more than ten percent of the aggregate number of Firm Notes or Option Notes, as the case may be, to be purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the Representatives are not made within 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 Notes with respect to which such default occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Notes or Option Notes, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof if the default is with respect to the Firm Closing Date and without liability for (i) the provisions Option Shares if such default is with respect to the Option Closing Date. In the event of Section 8 hereof, and (ii) the expenses to be paid any default by one or reimbursed by the Company pursuant to Section 5. As used more Underwriters as described in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein , the Representatives shall relieve a defaulting Underwriter from liability for its default.have the right to postpone the Firm Closing Date or the

Default of Underwriters. (a) If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Notes Shares hereunder on the Closing Date or any Option Closing Date, as the case may be, and if the total amount aggregate number of Notes which Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less does not exceed 10.0% of the total amount aggregate number of Notes Shares the Underwriters are obligated to be sold hereunderpurchase on such Closing Date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally severally, and not jointly, in proportion to their respective commitments hereunder, to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Shares that such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so defaults default and the total amount aggregate number of Notes Shares with respect to which such default or defaults occur is more than ten percent exceeds 10.0% of the total amount number of Notes Shares that the Underwriters are obligated to be sold hereunderpurchase on such Closing Date, and arrangements satisfactory to the other Underwriters Representative and the Company for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10 (provided that if such default occurs with respect to Shares after the Closing Date, this Agreement will not terminate as to the Shares purchased prior to termination). If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than 10.0% of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters or shall have the Company except for option to (i) terminate their obligation hereunder to purchase the provisions of Section 8 hereof, and Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the expenses aggregate number of Additional Shares that such non-defaulting Underwriters would have been obligated to be paid or reimbursed by purchase in the Company pursuant to Section 5absence of such default. As used in this Agreement, the term "“Underwriter" ” also includes any person substituted for an Underwriter under this Section 9Section. Nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If If, at the First Closing, any Underwriter defaults in its obligation one or more of the Underwriters shall fail or refuse to purchase Notes Shares that it has or they have agreed to purchase hereunder on such date, and if the total amount aggregate number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the total amount aggregate number of Notes the Shares to be sold hereunderpurchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date, the other Underwriters shall be obligated severally to purchase (in the respective proportions which that the amount number of Notes Firm Shares set forth opposite the name of each non-defaulting Underwriter their respective names in Schedule I 2 hereto bears to the total amount aggregate number of Notes Firm Shares set forth opposite the names of all the such non-defaulting Underwriters), or in such other proportions as the Notes Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date. If If, at the First Closing, any Underwriter so defaults or Underwriters shall fail or refuse to purchase Firm Shares and the total amount aggregate number of Notes Firm Shares with respect to which such default or defaults occur occurs is more than ten percent per cent of the total amount aggregate number of Notes Firm Shares to be sold hereunderpurchased, and arrangements satisfactory to the other Underwriters Representatives and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Firm Shares are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will Agreement shall terminate without liability on the part of any non- defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the applicable Closing, but in no event for longer than seven days, in order that the necessary arrangements may be made and the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters shall have the option to (a) terminate their obligation hereunder to purchase Option Shares or (b) purchase not less than the Company except for (i) number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the provisions absence of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5such default. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 98. Nothing herein Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, then the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter, the Company or the Company except Selling Stockholders other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, then the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company Representative are not made within twenty-four (24) hours after such default for the purchase of such Notes by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) are not made within 36 hours after of the Securities with respect to which such defaultdefault occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-any non- defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Firm Closing Date or the Option Closing Date, as the case may be, established as provided in Section 3 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Notes Shares hereunder on either the First Closing Date or the Second Closing Date and if the total amount aggregate number of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so defaults default and the total amount aggregate number of Notes Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the total amount number of Notes Shares which the Underwriters are obligated to be sold hereunderpurchase on such Closing Date, and arrangements satisfactory to the other Underwriters and the Company Representatives for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 thirty-six hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting Underwriters or any nondefaulting Underwriter or, the Company or any Selling Shareholder except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5section 9 hereof and except to the extent provided in 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 9section. Nothing herein shall 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. If any Class A Underwriter defaults or Underwriters default in its obligation their obligations to purchase Notes hereunder and if (i) the total aggregate principal amount of Class A-1 Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which case of the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Class A-1 Underwriters), the Notes which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of 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 agreed but failed to purchase does not exceed 10% of the total 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 Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such 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 the Closing Date the non-defaulting Class A-1 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-1 Notes, the non-defaulting Class A-2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-2 Notes, the non-defaulting Class A-3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-3 Notes, the non-defaulting Class 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. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent and such default or defaults exceed 10% of the total principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes to be sold hereunderor the Class C Notes, as the case may be, and arrangements satisfactory to the other Underwriters Seller and the Company TMCC for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter, the Seller or the Company TMCC, except for (i) the provisions of as provided in Section 8 9 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9Section. Nothing herein shall will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Securities with respect to which such default occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Firm Closing Date or the Option Closing Date, as the case may be, established as provided in Section 3 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as applicable, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as applicable, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriter, the Company, meVC Advisers or Xxxxxx Advisers other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representatives shall have the right to postpone the Firm Closing Date or the Company except Option Closing Date, as applicable, established as provided in Section 3 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5as applicable. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Notes Shares hereunder on either the First Closing Date or the Second Closing Date and if the total amount aggregate number of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so defaults default and the total amount aggregate number of Notes Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the total amount number of Notes Shares which the Underwriters are obligated to be sold hereunderpurchase on such Closing Date, and arrangements satisfactory to the other Underwriters and the Company Representatives for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 thirty-six hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting Underwriters any nondefaulting Underwriter or the Company except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5section 7 hereof and except to the extent provided in 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 9section. Nothing herein shall 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. If any Underwriter one or more Underwriters defaults in its obligation to purchase Notes Firm Shares or Option Shares hereunder and if the total amount aggregate number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase 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 amount of Notes to be sold Underwriters at such time hereunder, the non-defaulting other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are made by the Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Shares that is more than ten percent (10%) of the total amount aggregate number of Notes Firm Shares or Option Shares, as the case may be, to be sold purchased by the Representative on behalf of all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company Representative are not made within thirty-six (36) hours after such default for the purchase of such Notes by other persons (who may include one or more of the non-defaulting nondefaulting Underwriters, including the Representative) are not made within 36 hours after of the Shares with respect to which such defaultdefault occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting Underwriters or any nondefaulting Underwriter and the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the Representative shall have the right to postpone the Closing Date or Option Closing Date, as the case may be, established as provided in Section 9 hereof for not more than seven (i7) business days, in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Shares or Option Shares, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation ----------------------- their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If If, at the First Closing, any Underwriter defaults in its obligation one or more of the Underwriters shall fail or refuse to purchase Notes Shares that it has or they have agreed to purchase hereunder on such date, and if the total amount aggregate number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the total amount aggregate number of Notes the Shares to be sold hereunderpurchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date, the other Underwriters shall be obligated severally to purchase (in the respective proportions which that the amount number of Notes Firm Shares set forth opposite the name of each non-defaulting Underwriter their respective names in Schedule I 1 hereto bears to the total amount aggregate number of Notes Firm Shares set forth opposite the names of all the such non-defaulting Underwriters), or in such other proportions as the Notes Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date. If If, at the First Closing, any Underwriter so defaults or Underwriters shall fail or refuse to purchase Firm Shares and the total amount aggregate number of Notes Firm Shares with respect to which such default or defaults occur occurs is more than ten percent per cent of the total amount aggregate number of Notes Firm Shares to be sold hereunderpurchased, and arrangements satisfactory to the other Underwriters Representatives, the Company and the Company Selling Stockholders for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Firm Shares are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or any Selling Stockholder. In any such case either the Representatives or the Company shall have the right to postpone the Closing, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters or shall have the Company except for option to (i) the provisions of Section 8 hereof, and terminate their obligation hereunder to purchase Option Shares or (ii) purchase not less than the expenses number of Option Shares that such non-defaulting Underwriters would have been obligated to be paid or reimbursed by purchase in the Company pursuant to Section 5absence of such default. As used in this Agreement, the term "UnderwriterUNDERWRITER" includes any person substituted for an Underwriter under this Section 98. Nothing herein Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. If any Underwriter defaults in its obligation one or more of the Underwriters shall fail at the Time of Delivery to purchase Notes the amount of Bonds which it or they are obligated to purchase hereunder (the "Defaulted Bonds"), then the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Bonds in such amounts as may be agreed upon and upon the terms herein set forth. If, however, during such 24 hours the Representatives shall not have completed such arrangements for the purchase of all of the Defaulted Bonds, then the Company shall be entitled to a further period of 24 hours within which to procure another party of parties satisfactory to the Representatives to purchase all of such Defaulted Bonds on such terms. If, after giving effect to any arrangements for the purchase of Defaulted Bonds by the Representatives and the Company as provided above, then: (a) if the total amount of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less Defaulted Bonds does not exceed 10% of the total aggregate principal amount of Notes to be the Bonds being sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (severally the full amount thereof in the proportions that their respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears underwriting obligations hereunder bear to the total amount of Notes set forth opposite the names underwriting obligations of all the non-defaulting Underwriters), or (b) if the Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent Defaulted Bonds exceeds 10% of the total aggregate principal amount of Notes to be the Bonds being sold hereunder, and arrangements satisfactory to the other Underwriters and Underwriting Agreement shall terminate without any liability on the part of the Company for the purchase of such Notes by other persons (who may include the or any non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale Underwriter. The termination of the Notes, will terminate Underwriting Agreement pursuant to this Section shall be without liability on the part of the Company or any of said non-defaulting Underwriters or the Company Underwriters, except for (i) the provisions respective obligations of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.13

Default of Underwriters. If any Underwriter defaults in its obligation one or more of the Underwriters shall fail or refuse to purchase Notes hereunder and if the total amount of Notes Firm Shares which such defaulting Underwriter it or they have agreed but failed to purchase is ten percent or less under this Agreement and the aggregate number of the total amount shares of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares of Firm Shares, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of shares of Firm Shares set forth opposite its name in Schedule 3 bears to the total number of shares 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, however, that in no event shall the number of Firm Shares which any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of 10% of such number of Firm Shares without the written consent of such Underwriter. If any Underwriter so defaults one or more of the Underwriters shall fail or refuse to purchase Firm Shares or Option Shares under this Agreement and the total amount number of Notes shares of Firm Shares with respect to which such default or defaults occur occurs is more than ten percent 10% of the total amount of Notes to be sold hereunderFirm Shares, and if arrangements satisfactory to the other Underwriters and the Company you are not made within 36 hours after such default for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after of the Shares with respect to which such defaultdefault occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters or the Company except other than as provided in Section 10 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions Registration Statement, the Prospectus, the other documents and the arrangements for the purchase and delivery of Section 8 hereofthe Firm Shares or Option Shares, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If If, at the First Closing, any Underwriter defaults in its obligation one or more of the Underwriters shall fail or refuse to purchase Notes Shares that it has or they have agreed to purchase hereunder on such date, and if the total amount aggregate number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the total amount aggregate number of Notes the Shares to be sold hereunderpurchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date, the other Underwriters shall be obligated severally to purchase (in the respective proportions which that the amount number of Notes Firm Shares set forth opposite the name of each non-defaulting Underwriter their respective names in Schedule I 1 hereto bears to the total amount aggregate number of Notes Firm Shares set forth opposite the names of all the such non-defaulting Underwriters), or in such other proportions as the Notes Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date. If If, at the First Closing, any Underwriter so defaults or Underwriters shall fail or refuse to purchase Firm Shares and the total amount aggregate number of Notes Firm Shares with respect to which such default or defaults occur occurs is more than ten percent per cent of the total amount aggregate number of Notes Firm Shares to be sold hereunderpurchased, and arrangements satisfactory to the other Underwriters Representatives and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Firm Shares are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters or shall have the Company except for option to (i) the provisions of Section 8 hereof, and terminate their obligation hereunder to purchase Option Shares or (ii) purchase not less than the expenses number of Option Shares that such non-defaulting Underwriters would have been obligated to be paid or reimbursed by purchase in the Company pursuant to Section 5absence of such default. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 98. Nothing herein Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the obligation of the Company and each of the Selling Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this Section 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 Representatives of all such shares in accordance with the terms hereof. If any Underwriter defaults or Underwriters default in its obligation or their obligations to purchase Notes the Common Shares hereunder on either the First or Second Closing Date and if the total amount aggregate number of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Closing Date does not exceed 10% of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the 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 Closing Date. If any Underwriter or Underwriters so defaults default and the total amount aggregate number of Notes Common Shares with respect to which such default or defaults occur occurs is more than ten percent 10% of the total amount number of Notes Common Shares which the Underwriters are obligated to be sold hereunderpurchase on such Closing Date, and arrangements satisfactory to the other Underwriters Representatives and the Company for the purchase of such Common Shares or Notes by other persons (who may include the non-defaulting Underwriters) are not made within 36 48 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of any non-defaulting Underwriters, 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 the Common Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representatives or the Company except for (i) shall have the provisions of Section 8 hereof, and (ii) right to postpone the expenses to be paid First Closing Date or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.the

Default of Underwriters. If any Underwriter defaults in its obligation one or more of the Under- writers shall fail at the Time of Delivery to purchase Notes the amount of Bonds which it or they are obligated to purchase hereunder (the ''Defaulted Bonds''), then the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Bonds in such amounts as may be agreed upon and upon the terms herein set forth. If, however, during such 24 hours the Representatives shall not have completed such arrangements for the purchase of all of the Defaulted Bonds, then the Company shall be entitled to a further period of 24 hours within which to procure another party or parties satisfactory to the Representatives to purchase all of such Defaulted Bonds on such terms. If, after giving effect to any arrangements for the purchase of Defaulted Bonds by the Representatives and the Company as provided above, then: (a) if the total amount of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less Defaulted Bonds does not exceed 10% of the total aggregate principal amount of Notes to be the Bonds being sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (severally the full amount thereof in the proportions that their respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears underwriting obligations hereunder bear to the total amount of Notes set forth opposite the names underwriting obligations of all the non-defaulting Underwriters), or (b) if the Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent Defaulted Bonds exceeds 10% of the total aggregate principal amount of Notes to be the Bonds being sold hereunder, and arrangements satisfactory to the other Underwriters and Underwriting Agreement shall terminate without any liability on the part of the Company for the purchase of such Notes by other persons (who may include the or any non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale Underwriter. The termination of the Notes, will terminate Underwriting Agreement pursuant to this Section shall be without liability on the part of the Company or any of said non-defaulting Underwriters or Underwriters, except for the respective obligations of the Company except for (i) and the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company Underwriters pursuant to Section 5. As used 8 and except that the Company shall be obligated to reimburse the Underwriters for their out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in this Agreement, connection with the term "Underwriter" includes any person substituted for an Underwriter under this offering if the Underwriting Agreement could have been terminated by the Representatives pursuant to Section 96 or 10(b). Nothing herein shall relieve any Underwriter so defaulting from liabil- ity, if any, for such default. In the event of a defaulting Underwriter from liability default by any one or more Underwriters as set forth in this Section, either the Representatives or the Company shall have the right to postpone the Time of Delivery for its defaultan additional period not exceeding 7 days in order that any required changes in the Registration Statement and Prospectus or in any other documents or arrangements may be effected.

Default of Underwriters. If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Underwritten Notes hereunder and if (i) the total aggregate principal amount of Class A-2 Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which case of the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Class A-2 Underwriters), the Notes which ) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of 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 agreed but failed to purchase does not exceed 10% of the total 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 Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class A-2 Notes, Class A-3 Notes or Class A-4 Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class A-2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-2 Notes, the non-defaulting Class A-3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-3 Notes and the non-defaulting Class A-4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-4 Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount of Notes with respect to which such default or defaults occur is more than ten percent and such default or defaults exceed 10% of the total principal amount of the Class A-2 Notes, the Class A-3 Notes to be sold hereunderor the Class A-4 Notes, as the case may be, and arrangements satisfactory to the other Underwriters Seller and the Company TMCC for the purchase of such Underwritten Notes by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter, the Seller or the Company TMCC, except for (i) the provisions of as provided in Section 8 9 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 5. As used in this Agreement, the term "“Underwriter" ” includes any person substituted for an Underwriter under this Section 9Section. Nothing herein shall 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 to sell and deliver the Public Offering Shares hereunder, and of each Underwriter to purchase the Public Offering Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Public Offering Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Public Offering Shares in accordance with the terms hereof. If any Underwriter defaults or Underwriters default in its obligation their obligations to purchase Notes Public Offering Shares hereunder on the First Closing Date and if the total amount aggregate number of Notes which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount of Notes to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes Public Offering Shares which such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase does not exceed 10 percent of the total number of Public Offering Shares which the Underwriters are obligated to purchase on the First Closing Date, the Representative may make arrangements satisfactory to the Company for the purchase of such Public Offering Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Public Offering Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so defaults default and the total amount aggregate number of Notes Public Offering Shares with respect to which such default or defaults occur is more than ten percent of the total amount of Notes to be sold hereunder, above percentage and arrangements satisfactory to the other Underwriters Representative and the Company for the purchase of such Notes Public Offering Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the non-defaulting Underwriters any nondefaulting Underwriter or the Company Company, except for (i) the provisions of Section 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 57 hereof and except to the extent provided in Section 11 hereof. In the event that Public Offering Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, the Public Offering 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 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.term

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriter, the Company or any Selling Securityholder other than as provided in Section 12 hereof. In the event of any default by one or more Underwriters as described in this Section 11, the Representatives shall have the right to postpone the Firm Closing Date or the Company except Option Closing Date, as the case may be, established as provided in Section 4 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions -28- 29 arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 911. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If If, at the First Closing, any Underwriter defaults in its obligation one or more of the Underwriters shall fail or refuse to purchase Notes Shares that it has or they have agreed to purchase hereunder on such date, and if the total amount aggregate number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the total amount aggregate number of Notes the Shares to be sold hereunderpurchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date, the other Underwriters shall be obligated severally to purchase (in the respective proportions which that the amount number of Notes Firm Shares set forth opposite the name of each non-defaulting Underwriter their respective names in Schedule I 1 hereto bears to the total amount aggregate number of Notes Firm Shares set forth opposite the names of all the such non-defaulting Underwriters), or in such other proportions as the Notes Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date. If If, at the First Closing, any Underwriter so defaults or Underwriters shall fail or refuse to purchase Firm Shares and the total amount aggregate number of Notes Firm Shares with respect to which such default or defaults occur occurs is more than ten percent per cent of the total amount aggregate number of Notes Firm Shares to be sold hereunderpurchased, and arrangements satisfactory to the other Underwriters Representatives, the Company and the Company Selling Stockholders for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Firm Shares are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or any Selling Stockholder. In any such case either the Representatives or the Company shall have the right to postpone the Closing, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters or shall have the Company except for option to (i) the provisions of Section 8 hereof, and terminate their obligation hereunder to purchase Option Shares or (ii) purchase not less than the expenses number of Option Shares that such non-defaulting Underwriters would have been obligated to be paid or reimbursed by purchase in the Company pursuant to Section 5absence of such default. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 98. Nothing herein Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation ----------------------- their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten - 21 - percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter, the Trust or the Company except Advisers other than as provided in Section 10 hereof. In the event of any default by one or more Underwriters as described in this Section 9, the 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 (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case 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 a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their ----------------------- obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) 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, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriter, the Company or any Selling Securityholder other than as provided in Section 12 hereof. In the event of any default by one or more Underwriters as described in this Section 11, the Representatives shall have the right to postpone the Firm Closing Date or the Company except Option Closing Date, as the case may be, established as provided in Section 4 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 911. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If If, at the any Underwriter defaults in its obligation Closing, any one or more of the Underwriters shall fail or refuse to purchase Notes Shares that it has or they have agreed to purchase hereunder on such date, and if the total amount aggregate number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the total amount aggregate number of Notes the Shares to be sold hereunderpurchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally to purchase (in the respective proportions which that the amount number of Notes Firm Shares set forth opposite the name of each non-defaulting Underwriter their respective names in Schedule I 1 hereto bears to the total amount aggregate number of Notes Firm Shares set forth opposite the names of all the non-such non- defaulting Underwriters), or in such other proportions as the Notes Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date. If If, at the First Closing, any Underwriter so defaults or Underwriters shall fail or refuse to purchase Firm Shares and the total amount aggregate number of Notes Firm Shares with respect to which such default or defaults occur occurs is more than ten percent per cent of the total amount aggregate number of Notes Firm Shares to be sold hereunderpurchased, and arrangements satisfactory to the other Underwriters Representatives, the Company and the Company Selling Stockholders for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Firm Shares are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the Notes, will Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or any Selling Stockholder. In any such case either the Representatives or the Company shall have the right to postpone the Closing, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters or shall have the Company except for option to (i) the provisions of Section 8 hereof, and terminate their obligation hereunder to purchase Option Shares or (ii) purchase not less than the expenses number of Option Shares that such non- defaulting Underwriters would have been obligated to be paid or reimbursed by purchase in the Company pursuant to Section 5absence of such default. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 98. Nothing herein Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. If any Underwriter defaults one or more Underwriters default in its obligation their obligations to purchase Notes Firm Securities or Option Securities hereunder and if the total amount aggregate number of Notes which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase is ten percent or less of the total amount aggregate number of Notes Firm Securities or Option Securities to be sold purchased by all of the Underwriters at such time hereunder, then the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase (in the respective proportions which the amount of Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the non-defaulting Underwriters), the Notes which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter one or more Underwriters so defaults and the total amount of Notes default with respect to which such default or defaults occur an aggregate number of Securities that is more than ten percent of the total amount aggregate number of Notes Firm Securities or Option Securities, as the case may be, to be sold purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes by other persons (who may include the non-defaulting Underwriters) Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Securities with respect to which such default occurs, this Agreement, insofar as it relates to the sale of the Notes, Agreement will terminate without liability on the part of the any non-defaulting Underwriters Underwriter or the Company except other than as provided in Section 12 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 Firm Closing Date or the Option Closing Date, as the case may be, established as provided in Section 4 hereof for (i) not more than seven business days in order that any necessary changes may be made in the provisions arrangements or documents for the purchase and delivery of Section 8 hereofthe Firm Securities or Option Securities, and (ii) as the expenses to be paid or reimbursed by the Company pursuant to Section 5case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 910. Nothing herein shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its obligation to purchase Notes hereunder Shares hereunder, and if the total amount number of Notes Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount number of Notes Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount number of Notes Shares set forth opposite the name of each non-defaulting Underwriter in Schedule SCHEDULE I hereto bears to the total amount number of Notes Shares set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount number of Notes Shares to be sold hereunder, and arrangements satisfactory to the other Underwriters and the Company for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the NotesShares, will terminate without liability on the part of the non-defaulting Underwriters or the Company except for (i) the provisions of Section SECTION 8 hereof, and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section SECTION 5. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section SECTION 9. Nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter defaults in its ----------------------- obligation to purchase Notes Shares hereunder and if the total amount number of Notes Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the total amount number of Notes Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the amount number of Notes Shares set forth opposite the name of each non-non- defaulting Underwriter in Schedule I II hereto bears to the total amount number of Notes Shares ----------- set forth opposite the names of all the non-defaulting Underwriters), the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter so defaults and the total amount number of Notes Shares with respect to which such default or defaults occur is more than ten percent of the total amount number of Notes Shares to be sold hereunder, and arrangements satisfactory to the other Underwriters Underwriters, the Company and the Company Selling Shareholders for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement, insofar as it relates to the sale of the NotesShares, will terminate without liability on the part of the non-defaulting Underwriters Underwriters, the Company, or the Company Selling Shareholders except for (i) the provisions of Section 8 9 hereof, and (ii) the expenses to be --------- paid or reimbursed by the Company pursuant to Section 56. As used in this --------- Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 910. Nothing herein shall relieve a defaulting ---------- Underwriter from liability for its default.