Common use of Default Clause in Contracts

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. 21.1 If one or any party (“the defaulting party”) commits a breach of this agreement and persists with such breach for more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date than 7 (SEVEN) days after being called upon in writing to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”)rectify same, then the Representative innocent party shall have the right, within 24 hours thereafter, be entitled (but not obligated) without prejudice to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters rights or remedies which it may have in law, including the right to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, thenclaim damages: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities 21.1.1 to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally cancel this agreement and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwritersclaim damages; or (ii) 21.1.2 to claim immediate performance and/or payment of all the defaulting party’s outstanding obligations in terms hereof and claim damages. 21.2 Upon cancellation by virtue of default, and should the defaulting party have been the Purchaser, the Seller shall be entitled to retain the deposit as reasonable pre-estimated damages in addition to the further rights set out in the breach paragraph above. 21.3 Upon cancellation by virtue of default, and should the defaulting party have been the Seller, the Seller shall pay to the Purchaser an amount equal to the deposit paid by the Purchaser and the Purchaser shall be entitled to retain this amount as reasonable pre-estimated damages in addition to the further rights set out in the breach paragraph above. 21.4 Should the defaulting party be the Purchaser, and should the Purchaser dispute the Seller’s right to cancel and remain in occupation of the unit after date of cancellation, the Purchaser shall continue to pay the occupational rental, the municipal charges and the levy and any other amounts as if the number agreement had not been cancelled. The Seller shall be entitled to claim and accept payment of Defaulted Securities exceeds 10% such amounts without prejudice to the Seller’s claim for cancellation and return of the number of Securities to be so purchased by all possession of the Underwriters apartment to the Seller. 21.5 Should a party (“the guilty party”) breach this agreement and the other party (“the innocent party”) elect not to exercise its right to cancel this agreement but instead to institute proceedings seeking an order that obligates the guilty party to perform in terms of this agreement, that election by the innocent party will not be final and will not prevent the innocent party from exercising its right to cancel this agreement at a later date based on the same instance of breach for which legal proceedings were instituted. 21.6 Notwithstanding the provisions of paragraph 21.1, neither party shall be entitled to cancel the agreement after 7 (SEVEN) days’ notice if the breach complained of is not reasonably capable of being remedied in the 7 (SEVEN) day period. In such date, this Agreement or, with respect an event the notice placing the defaulting party on terms to any Option Securities Settlement Date, perform shall only entitle the obligation cancellation of the Underwriters agreement if the period given to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, perform is reasonable in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7circumstances.

Default. If one or more Underwriters shall fail at the Time a party fails to perform any of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase its obligations under this Agreement and that failure continues for a period of ten (10) days after written notice to it, that defaulting party shall be deemed to be in default (an "Event of Default"). Upon the “Defaulted Securities”)occurrence of any Event of Default, then the Representative non-defaulting party shall have the right, within 24 hours thereafterat its option to: (1) terminate this Agreement by giving written notice to the defaulting party, which shall be effective as of the date given; (2) if a monetary default by Buyer, the Supplier shall have the additional rights to (a) foreclose its security interest by any available judicial procedure; or (b) lawfully take possession of the goods and merchandise, or such part thereof, as remains in Buyer’s possession, and any and all proceeds of such goods and merchandise as have been sold, wherever and in whatever form they may be, and for purposes of repossession, Supplier, or its representatives, may enter any premises without legal process, and Buyer hereby waives and releases Supplier of, and from, any and all claims in connection therewith or arising there from; Buyer agrees, upon demand of Supplier, to assemble the arising the Goods and make arrangements for one of them available to Supplier at a place reasonably convenient to both parties. Any parts, equipment or more accessories place upon or attached to any of the non-defaulting Underwriters or any other underwriters Goods shall become component parts thereof and shall inure to purchase all, but not less than all, the benefit of Supplier; and/or (c) accept the Goods in discharge of the Defaulted Securities obligations secured by this Agreement. Except in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if case where the number of Defaulted Securities does not exceed 10% Supplier accepts the Goods in discharge of the number of Securities to be so purchased obligations secured by all of this Agreement, Buyer shall remain liable for any deficiency between the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full unpaid amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, due under this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sellproceeds of such as sale or foreclosure. If any amount owing under this Agreement is not paid when due, such amount shall bear interest at the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on rate of eighteen (18%) percent per annum from the part due date until it is paid. The provisions of any non-defaulting Underwriter. No action taken pursuant to this Section 7 6 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a survive termination of this Agreement. 6.1 In any action or proceeding brought to enforce any provision of this Agreement, oror where any provision of this Agreement is validly asserted as a defense, the prevailing party shall be entitled to recover reasonable attorneys' fees from the non-prevailing party, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters addition to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7available remedy.

Default. If any one or more Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase and pay for any of the Securities which it Certificates agreed to be purchased by such Underwriter or they are obligated Underwriters pursuant to this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the “Defaulted Securities”)respective proportions which the aggregate face amount of Certificates specified to be purchased by each of them in Schedule I hereto bears to the aggregate face amount of Certificates to be purchased by all the remaining Underwriters) the Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, then however, that in the Representative event that the aggregate face amount of Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate face amount of Certificates to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right, but not the obligation within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon Certificates, and upon the terms herein set forth; provided, however, that if such nondefaulting Underwriters do not complete such arrangements shall not have been completed within such 24-24 hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall will terminate without liability on to any nondefaulting Underwriters or the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of any such termination, the provisions of Sections 5, 6 and 8 hereof shall remain in effect. In the event of a default which by any Underwriter as set forth in this Section 7 that does not result in a termination of this Agreement, orthe Closing Time shall be postponed for such period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiesexceeding seven days, as the case may be, either the Representative nondefaulting Underwriters or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or and the Final Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and to any person substituted nondefaulting Underwriters for an Underwriter under this Section 7damages occasioned by its default hereunder.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 ‎7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7‎7.

Default. If one or more Underwriters (a) Notwithstanding anything to the contrary contained in this Agreement, the occurrence of the following events shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under constitute a default under, and a breach of, this Agreement (the a “Defaulted SecuritiesDefault”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then:): (i) any failure to make a Quarterly Payment, a Cash True-Up Payment or Accrued Amount when due and payable (except any such amount subject to a Financial Covenant Deferral or a Default Deferral); (ii) any material breach of this Agreement that is not curable or, if curable, is not cured within thirty (30) days of written notice thereof; (iii) the number failure by Homes or any of Defaulted Securities does not exceed 10% its Restricted Subsidiaries to make any payment when due (after giving effect to any applicable grace period) under any Material Indebtedness; or (iv) any default in the performance of any agreement or condition contained in the number Principal Credit Agreement, or any other event or condition, the effect of Securities which default or other event or condition is to cause, or to permit the creditors under the Principal Credit Agreement to cause, the indebtedness under the Principal Credit Agreement to become due prior to its stated maturity or to be so purchased by all required to be repurchased, prepaid, redeemed or deferred prior to its stated maturity; provided, that, (A) in the case of clause (iv) above, any such Default shall be deemed to have occurred only if (x) sixty (60) calendar days have passed since the Underwriters first date on which a Default would otherwise have been deemed to occur thereunder (such date, the non-defaulting Underwriters shall be obligated, severally “Default Date”) and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears (y) thirty (30) calendar days have passed since Indemnitee provides written notice (an “Indemnity Default Notice”) of such default to the purchase obligations Senior Agent (and each Financial Representative for any other Senior Indebtedness having commitments or an outstanding principal amount of all non-defaulting Underwriters; or (ii) if at least $25,000,000), which such Indemnity Default Notice may be delivered on or after the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Default Date, the obligation of the Underwriters to purchase, and the Company to sellduring such sixty (60) calendar day and thirty (30) calendar day periods, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on relevant creditors under the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any Principal Credit Agreement have not waived such default which does not result in a termination of this Agreement, or, and (B) in the case of an Option Securities Settlement Dateclauses (i), which does not result in a termination of the obligation of the Underwriters (ii) and (iii) above, any such Default shall be deemed to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven occurred only if thirty (730) days in order have passed since Indemnitee provides an Indemnity Default Notice to effect the Senior Agent (and each Financial Representative for any required changes in the Registration Statementother Senior Indebtedness having commitments or outstanding principal amount of at least $25,000,000) and during such thirty (30) calendar day period, the Disclosure Package or the Prospectus or Indemnitee has not waived such default. (b) Promptly, and in any other documents event within five (5) Business Days, upon obtaining knowledge of any Default, Indemnitor shall deliver notice of such Default to Indemnitee in accordance with Section 4.8, specifying the nature of such Default and what actions Indemnitor has taken, is taking or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7proposes to take with respect thereto.

Default. (a) If one or more Underwriters any Underwriter shall fail at the Time of Purchase or an Option Securities Settlement Date default in its obligation to purchase the Securities Certificates which it or they are obligated has agreed to purchase under this Agreement (hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Certificates on the “Defaulted Securities”)terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Certificates, then the Representative Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Certificates on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Certificates, or the Company notifies you that it has so arranged for the purchase of such Certificates, you or the Company shall have the rightright to postpone the Closing Date for a period of not more than seven days, within 24 hours thereafterin order to effect whatever changes may thereby be made necessary in the Prospectus, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments to the Prospectus which in your reasonable opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Certificates. (b) If, after giving effect to any arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Certificates which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Certificates, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Certificates which such Underwriter agreed to purchase hereunder and, in addition, to make require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Certificates which such Underwriter agreed to purchase hereunder) of the Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for one of or more the purchase of the Certificates of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Certificates which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Certificates, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters or any other underwriters to purchase allCertificates of a defaulting Underwriter or Underwriters, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement orshall thereupon terminate, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant Underwriter or the Company, except for the expenses to this be borne by the Company and the Underwriters as provided in Section 5 hereof and the indemnity and contribution agreements in Section 7 hereof; but nothing herein shall relieve any a defaulting Underwriter from liability in respect of for its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. (a) If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 7(a) shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may bePurchase, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 77(a).

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Initial Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representative shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of the Initial Underwritten Securities to be so purchased by all of pursuant to the Underwriters on such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations thereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Initial Underwritten Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the Terms Agreement shall terminate without any liability on the part of any non-defaulting UnderwriterUnderwriters or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If any one or more Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase and pay for any of the Securities which it Class B Certificates agreed to be purchased by such Underwriter or they are obligated Underwriters pursuant to this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the “Defaulted Securities”)respective proportions which the aggregate face amount of Class B Certificates specified to be purchased by each of them in Schedule I hereto bears to the aggregate face amount of Class B Certificates to be purchased by all the remaining Underwriters) the Class B Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, then however, that in the Representative event that the aggregate face amount of Class B Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate face amount of Class B Certificates to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right, but not the obligation within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon Class B Certificates, and upon the terms herein set forth; provided, however, that if such nondefaulting Underwriters do not complete such arrangements shall not have been completed within such 24-24 hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall will terminate without liability on to any nondefaulting Underwriters or the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of any such termination, the provisions of Sections 5, 6 and 8 hereof shall remain in effect. In the event of a default which by any Underwriter as set forth in this Section 7 that does not result in a termination of this Agreement, orthe Closing Time shall be postponed for such period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiesexceeding seven days, as the case may be, either the Representative nondefaulting Underwriters or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or and the Final Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and to any person substituted nondefaulting Underwriters for an Underwriter under this Section 7damages occasioned by its default hereunder.

Default. If one Each of the following events shall constitute an "Event of Default" hereunder: (a) if the value of the Collateral (hereinafter defined) as determined by the average closing price for thirty (30) consecutive days is less than 102% of the principal amount of the Note; (b) Maker makes an assignment for the benefit of creditors, or more Underwriters files a voluntary petition in bankruptcy, receivership or insolvency, or files an answer in any involuntary proceedings of that nature admitting the material allegations of the petition, or if a proceeding or bankruptcy, receivership or insolvency, shall fail at the Time of Purchase be instituted against Maker and such proceeding shall not be dismissed within sixty (60) days, or an Option Securities Settlement Date if a trustee or receiver shall be appointed for Maker and such proceeding shall not be dismissed or such trustee or receiver shall not be discharged within sixty (60) days (collectively subsections (a) and (b) referred to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”herein as a "Default"), then a Default shall exist hereunder, and any sums advanced hereunder, together will all unpaid interest accrued thereon, shall, at the Representative shall have the rightoption of Holder, within 24 hours thereafterwithout further notice, to make arrangements for one of or more at once shall, become due and payable and may be collected immediately, regardless of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears stipulated Maturity Date. Notwithstanding anything to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such datecontrary set forth in this Note, Holder hereby agrees that Holder will not exercise its remedies under this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability Note in respect of its default. In the event of any such a default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination under Section 2(a) unless and until all obligations and liabilities of the obligation "Sellers" set forth in Section 6(d) of the Underwriters to purchase Stock Purchase Agreement dated December 31, 1999, between Maker, "Buyer" therein and Holder and Lahaina Acquisitions, Inc., "Sellers" therein, have been paid and satisfied in full and under no circumstances shall Holder sell more than eighty percent (80%) of the Company to sell shares pledged under the relevant Option Securities, Pledge Agreement (as defined below) within the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven first ninety (790) days in order to effect any required changes in after the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7date hereof.

Default. If one or more Underwriters shall fail at (a) In the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement event any Member (the “Defaulted SecuritiesNon-Contributing Member”) fails to pay in full, on or before the applicable Contribution Date, any Additional Contribution required to be made by it (an “Unfunded Additional Contribution”), then any Member that has timely made its Additional Contribution in full (a “Contributing Member”) may elect to (i) loan to the Representative Company an amount equal to all or any portion of the Unfunded Additional Contribution (an “Additional Contribution Loan”), (ii) make an additional Capital Contribution in an amount equal to all or any portion of the Unfunded Additional Contribution (an “Excess Additional Contribution”) by (x) delivering written notice to the Company within five (5) Business Days following the Contribution Date and (y) paying such Additional Contribution Loan amount or Excess Additional Contribution amount to the Company within ten (10) Business Days following the Contribution Date or (iii) in the event that the Contributing Members do not elect to loan or fund any portion of the Unfunded Additional Contribution pursuant to clause (i) or (ii) of this Section 6.03(a), cause the Company to use its commercially reasonable efforts to sell New Interests in accordance with Section 6.03(e) in an amount equal to all or any portion of the Unfunded Additional Contribution; provided, however, for the avoidance of doubt, the Contributing Member shall have not be entitled to (x) make any Additional Contribution Loan or Excess Additional Contribution, individually or collectively, in an amount that exceeds such Unfunded Additional Contribution, or (y) cause the right, within 24 hours thereafter, Company sell New Interests in an amount that exceeds such Unfunded Additional Contribution. (b) If any Contributing Member elects to make arrangements for one an Additional Contribution Loan, such Additional Contribution Loan shall bear interest at the Default Rate, compounded weekly. All principal and accrued interest on outstanding Additional Contribution Loans shall be repaid by the Company in advance of or more any distributions to the Members. No approval of the non-defaulting Underwriters Board or of any other underwriters Directors shall be required for an Additional Contribution Loan. (c) In the event that the Contributing Member elects to purchase allmake an Excess Additional Contribution, but not less than all, then effective as of the Defaulted Securities Contribution Date: (i) The Gross Asset Value of all Company assets, and consequently the Capital Accounts of all Members, shall be adjusted pursuant to subparagraph (b) of the definition of Gross Asset Value herein (disregarding the proviso thereto) to reflect any unrealized gain or unrealized loss attributable to such Company assets, as if such unrealized gain or unrealized loss had been recognized on an actual sale of such assets immediately prior to such adjustment and had been allocated to the Members at such time pursuant to Section 7.02; (ii) Following application of Section 6.03(c)(i), the Ownership Percentage of each Member shall be automatically adjusted as of such date to equal the percentage obtained by dividing (A) the Capital Account of such Member (after giving effect to Section 6.03(c)(i) and any such Additional Contributions and Excess Additional Contributions made by such Member) by (B) the aggregate Capital Accounts of all Members (in each case, after giving effect to Section 6.03(c)(i) and all such amounts as may be agreed upon Additional Contributions and upon Excess Additional Contributions made by the terms herein set forthMembers); provided, however, that if for purposes of the foregoing, except in the case of Ordinary Course Contributions (and Excess Additional Contributions in respect thereof), the amount of any such arrangements Additional Contributions and Excess Additional Contributions shall not have been completed within such 24-hour period, then:be deemed to be two hundred and fifty percent (250%) of the actual amount thereof; and (iiii) if The Company shall amend Exhibit A hereto to reflect the number foregoing adjustments, and all future allocations of Defaulted Securities does not exceed 10% Profits and Losses and distributions from the Company will be made based on the Members’ Ownership Percentages as adjusted pursuant to the foregoing, until further adjusted in accordance with this Agreement. (d) The provisions of this Section 6.03 shall constitute the sole rights, obligations, liabilities and remedies of the number of Securities to be so purchased by all of Company and the Underwriters on such dateMembers, including the nonNon-defaulting Underwriters shall be obligated, severally Contributing Members and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement orContributing Members, with respect to any Option Securities Settlement Date, the obligation of the Underwriters failure by a Member to purchase, make an Additional Contribution as and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. when required. (e) In the event that the Contributing Members do not elect to loan or fund the full amount of the Unfunded Additional Contribution in accordance with Section 6.03(a), the Company (acting at the direction of the Contributing Members) shall use commercially reasonable efforts to sell New Interests of any class or series (with such default which does not result in a termination of this Agreement, or, in features as the case of Contributing Members may determine) as soon as reasonably practicable (but subject to Section 6.04) at an Option Securities Settlement Date, which does not result in a termination issue price that implies no less than 95% of the obligation Company’s Fair Market Value as determined by an independent nationally recognized investment bank or valuation or appraisal firm unless the Board determines not to pursue a sale of such New Interests in accordance with Section 8.04(b) within twenty (20) Business Days following the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Contribution Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more Underwriters shall fail at Except as otherwise provided in this Agreement, if following the Time delivery of Purchase or an Option Securities Settlement Date a drawdown notice, a Unitholder fails to purchase fund a required capital commitment by the Securities which it or they are obligated to purchase under this Agreement applicable Capital Call Deadline and such failure remains uncured through the tenth calendar day following the applicable Capital Call Deadline (such tenth day, the “Defaulted SecuritiesLast Funding Date”), then such Unitholder shall be delinquent in its obligations. Any payments made by such Unitholder after the Representative applicable Last Funding Date (or any payments made prior to the Last Funding Date in amounts less than such Unitholder’s required capital commitment) will not be accepted by the Company, and such Unitholder, other than a Defaulting Unitholder (as defined below) will be required to fund such capital commitment together with any new required capital commitment, in respect of the next applicable Capital Call Deadline. A Unitholder shall have be deemed to be delinquent as to a Capital Call Deadline if it has failed to fund the rightrequired capital commitment for that Capital Call Deadline or if the Unitholder has any outstanding obligations in respect of a prior Capital Call Deadline, within 24 hours thereafter, which remain unsatisfied as of such Last Funding Date. Any Unitholder making a Commitment or increasing its Commitment on a Subsequent Closing Date that fails to make arrangements required purchases in accordance with 3.3.2 shall also be delinquent in its obligations for one purposes of or more of the non-defaulting Underwriters or this 6. 2.1. If a Unitholder is delinquent upon three occasions at any other underwriters to purchase all, but not less than all, of the Defaulted Securities in point (such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall occasions do not have been completed within to be consecutive), such 24-hour periodUnitholder (any such Unitholder, thena “Defaulting Unitholder”) will be in default of its obligations to the Company and the following remedies shall be imposed on such Defaulting Unitholder: (a) it will be prohibited from purchasing additional Common Units on any future Drawdown Date (and common units in the Parallel Feeder and the Master Fund); (b) it will forfeit twenty-five percent (25%) of its Common Units, and such Common Units will be cancelled; and (c) the Company may pursue any other remedies against the Defaulting Unitholder available to the Company, subject to applicable law. In addition, the Company may, in the Company’s sole discretion, (i) if charge the number of Defaulted Securities does not exceed 10% Defaulting Unitholder with the expenses and losses incurred by the Company due to the default of the number Defaulting Unitholder (with such expenses and losses charged by transferring Units of Securities to be so purchased by all such Defaulting Unitholder on the books of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting UnderwritersCompany); or and/or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, take other actions with respect to any Option Securities Settlement DateDefaulting Unitholders, including without limitation borrowing funds to cover defaulted capital calls, at a rate established with a third-party lender or using the obligation Company’s internal capital at a rate of eight percent (8%) per annum, and causing the Defaulting Unitholder to bear the interest and other costs associated with such borrowing. None of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date remedies discussed above shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination reduction of this Agreement, or, in a Defaulting Unitholder’s Commitment or the case of an Option Securities Settlement Date, which does not result in a termination total Commitments of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Company.

Default. If one or more of the Underwriters shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (i) A. if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement (including this Agreement as incorporated by reference therein) bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , unless otherwise agreed, or (ii) B. if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, such Terms Agreement (including this Agreement as incorporated by reference therein) shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under the applicable Terms Agreement or this Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative Representatives or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-24 hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, ; severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may bebe , for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (i) A. if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement (including this Agreement as incorporated by reference therein) bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , unless otherwise agreed, or (ii) B. if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, such Terms Agreement (including this Agreement as incorporated by reference therein) shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under the applicable Terms Agreement or this Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative Representatives or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives (acting jointly) or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (i) A. if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement (including this Agreement as incorporated by reference therein) bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , unless otherwise agreed, or (ii) B. if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, such Terms Agreement (including this Agreement as incorporated by reference therein) shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under the applicable Terms Agreement or this Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section 10 which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative Representatives or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representative such of you as are named therein shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-non defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-such non- defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the applicable Terms Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the Time of Purchase applicable Closing Date or an Option Securities Settlement Date Closing Date, as the case may be, to purchase the Securities which it or they are obligated to purchase at such time under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative such of you as are named therein shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, and if the Company shall not have completed arrangements for the purchase of all, but not less than all, of the Defaulted Securities by other underwriters satisfactory to such of you as are named in the applicable Terms Agreement, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Firm Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement bear to the purchase obligations aggregate principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters; or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Firm Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company except, in each case, as provided in Sections 7 and 8 hereof. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability to the Company or any non-defaulting Underwriter for damages in respect of its defaultany default of such Underwriter hereunder and the applicable Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, Section which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative you or the Company shall have the right to postpone the Time of Purchase applicable Closing Date or the relevant Option Securities Settlement Closing Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. (a) If one or more Underwriters any Underwriter shall fail at the Time of Purchase or an Option Securities Settlement Date default in its obligation to purchase the Securities which it or they are obligated has agreed to purchase under this Agreement (hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties reasonably satisfactory to the “Defaulted Company to purchase such Securities on the terms contained herein. If within 36 hours after such default by any Underwriter you do not arrange for the purchase of such Securities”), then the Representative Company shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the rightright to postpone a Time of Delivery for a period of not more than seven days, within 24 hours thereafterin 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 or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Securities to be purchased at the Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to make require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for one of or more the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Securities to be purchased at the Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters or any other underwriters to purchase allSecurities of a defaulting Underwriter or Underwriters, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement orshall thereupon terminate, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant Underwriter or the Company, except for the expenses to this be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve any a defaulting Underwriter from liability in respect of for its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Immediate Delivery Offered Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, this the applicable Terms Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, the applicable Terms Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 710.

Default. If one or more Underwriters shall fail at Pledgor defaults in the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more payment of the non-defaulting Underwriters principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other underwriters event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to purchase allvote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of the State of Florida or otherwise available to the Company under applicable law. Without limiting the foregoing, but the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than allten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Defaulted Securities Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in such amounts as may full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be agreed upon paid to Pledgor and upon Pledgor shall be entitled to the terms herein set forth; provided, however, that if such arrangements return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for an amount not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not to exceed 1025% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally outstanding principal and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10100% of the number accrued interest on the Note for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of Securities to be so purchased any attorneys employed by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on collect such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7deficiency.

Default. If one (a) In the event that Seller is ready, willing and able to close in accordance with the terms and provisions hereof, and Buyer defaults in any of its obligations undertaken in this Agreement, as its sole and exclusive remedy, Seller shall be entitled to either: (i) if Buyer is willing to proceed to Closing, waive such default and proceed to Closing in accordance with the terms and provisions hereof; or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under (ii) declare this Agreement to be terminated and, if Seller exercises its right to terminate this Agreement as aforesaid, Seller shall be entitled to immediately receive all of the Xxxxxxx Money, as liquidated damages as and for Seller’s sole remedy. Upon such payment of the Xxxxxxx Money to Seller, neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided in this Agreement. (b) In the “Defaulted Securities”event of a default in the obligations herein taken by Seller, Buyer may either waive such default and proceed to Closing in accordance with the terms and provisions hereof or may in its sole discretion elect to either (i) terminate this Agreement and direct Title Insurer to return the Xxxxxxx Money to Buyer and upon such termination, in the event of a willful default by Seller, Seller shall pay to Buyer all of the out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement, not to exceed $50,000, and upon return of the Xxxxxxx Money and payment of Buyer’s expenses as aforesaid this Agreement terminate and Seller and Buyer shall be released from any and all liability hereunder, except those which is specifically stated herein to survive any termination hereof, or (ii) enforce specific performance of Seller’s obligations hereunder. Notwithstanding the foregoing, in the event Seller has conveyed the Property in violation of this Agreement to any party not related to Buyer, so that the remedy of specific performance is not thereby, or otherwise for any reason, available to Buyer, then Buyer shall, in addition to the foregoing remedies, be permitted to pursue any and all rights and remedies available to Buyer at law or in equity, including, without limitation, pursuing and collecting all damages of any type or kind, including without limitation, direct, indirect, resulting, consequential, special, exemplary, punitive or other damages and be further entitled to temporary and permanent restraining orders and affirmative relief. (c) Notwithstanding any other provision of this Agreement to the contrary, Buyer and Seller may each pursue any available remedies at law or in equity to enforce the other’s post-Closing obligations hereunder. (d) Notwithstanding the provisions of Sections 9(a), then 9(b) and 9(c) to the Representative contrary, neither party shall have be considered in default under such sections unless such party has received written notice of the right, within 24 hours thereafter, to make arrangements for one of or more of claimed default from the non-defaulting Underwriters or any other underwriters party and failed to purchase all, but not less than all, cure the default within three (3) business days of the Defaulted Securities in receiving such amounts as may be agreed upon and upon the terms herein set forthnotice; provided, however, that if such arrangements the right to notice and cure shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, apply with respect to the time periods specified in Section 6(a) or any Option Securities Settlement Date, other time limitation which would serve to extend the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Examination Period or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, time specified for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Closing hereunder.

Default. If In addition to the defaults and breaches identified in this Agreement, the occurrence of any one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters following events shall constitute a default and breach of this Agreement by Lessee: a. The filing by Lessee of a voluntary petition in bankruptcy; b. The assignment of substantially all of Xxxxxx’s assets for the benefit of Xxxxxx’s creditors; c. A court making or entering any decree or order i. adjudging Lessee to be bankrupt or insolvent; ii. approving a properly filed petition seeking reorganization of Lessee or an arrangement under the bankruptcy laws or any other underwriters to purchase all, but not less than all, applicable debtor’s relief law or statute of the Defaulted Securities United States or any state thereof; iii. appointing a receiver, trustee or assignee of Lessee in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwritersbankruptcy or insolvency or for its property; or (ii) if iv. directing the number winding up or liquidation of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on Lessee and such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date decree or order shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, continue for a period of 60 days; d. The filing of any lien against the Hangar resulting from any act, error, or omission of Lessee which is not exceeding seven (7) discharged or contested in good faith as determined by Lessor by proper legal proceedings within 30 days of receipt of actual notice by Xxxxxx, unless Lessee posts a bond within this time period equal to the amount of the lien; e. The voluntary abandonment by Lessee of the Hangar or Xxxxxx’s failure to maintain the on-going Non-Commercial Aeronautical Activity authorized in order to effect any required changes this Agreement at the Leased Premises for a period of 30 days or more; f. The transfer of Xxxxxx's interest herein by other operation of law; g. Lessee becomes in arrears in the Registration Statementpayment of the whole or any part of the amount(s) agreed to be paid for a period of 30 days after the time such payments become due and owing; h. The falsification by Xxxxxx of any of its records so as to deprive Lessor of any of its rights, privileges, rents, fees, or other charges under this Agreement or any other agreement between the Disclosure Package or Parties; i. The failure by Xxxxxx to perform any of the Prospectus covenants, conditions, obligations, and agreements contained herein or in any other documents or arrangements. As used hereinagreement between the Parties where the failure continues for a period of 30 days after written notice from Lessor; j. If Lessee is an entity (not a natural person), the term “Underwriter” includes any person substituted sale of stock, membership interest, or partnership interest in Lessee which divests the present stockholders/members/partners of controlling interest; or k. The sale, assignment, or transfer or the attempted sale, assignment, or transfer of this Agreement by Xxxxxx. Negotiations by Lessee for an Underwriter under the sale, assignment, or transfer of this Section 7Agreement shall not be construed as "attempted transfer.”

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representative you shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters nondefaulting Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the applicable Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters participating in an offering of Shares shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Securities Shares which it or they are obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesShares”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representative shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Shares, then: (i1) if the aggregate number of Defaulted Securities Shares does not exceed 10% of the aggregate number of Securities the Shares to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations thereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (ii2) if the aggregate number of Defaulted Securities Shares exceeds 10% of the aggregate number of Securities the Shares to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities Shares to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate terminate, without any liability on the part of any non-non defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SecuritiesShares, as the case may be, either the Representative or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. (a) If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 ‎7(a) shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may bePurchase, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7‎7(a).

Default. If one or more of the Underwriters participating in an offering of Trust Preferred Securities shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Trust Preferred Securities which it or they are obligated to purchase under this Agreement hereunder (the “Defaulted Trust Preferred Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Trust Preferred Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representative shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Trust Preferred Securities, then: (i1) if the aggregate number of Defaulted Trust Preferred Securities does not exceed 10% of the aggregate number of the Trust Preferred Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations thereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (ii2) if the aggregate number of Defaulted Trust Preferred Securities exceeds 10% of the aggregate number of the Trust Preferred Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Trust Preferred Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate terminate, without any liability on the part of any non-non defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Trust Preferred Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date any Additional Time of Purchase to purchase the Securities Shares which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesShares”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities Shares does not exceed 10% of the number of Securities Shares to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities Shares exceeds 10% of the number of Securities Shares to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateAdditional Time of Purchase subsequent to the Time of Purchase, the obligation of the several Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date Additional Shares shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datewith respect to Additional Shares, which does not result in a termination of the obligation of the several Underwriters to purchase purchase, and the Company to sell the relevant Option Securitiessell, as the case may besuch Additional Shares, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Dateapplicable Additional Time of Purchase, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Immediate Delivery Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 710.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase purchase, and the Company to sell sell, the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the Time of Purchase applicable Closing Date or an Option Securities Settlement Date Closing Date, as the case may be, to purchase the Securities which it or they are obligated to purchase at such time under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative such of you as are named therein shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, and if the Company shall not have completed arrangements for the purchase of all, but not less than all, of the Defaulted Securities by other underwriters satisfactory to such of you as are named in the applicable Terms Agreement, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Firm Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement bear to the purchase obligations aggregate principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters; or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Firm Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company except, in each case, as provided in Sections 7 and 8 hereof. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability to the Company or any non-defaulting Underwriter for damages in respect of its defaultany default of such Underwriter hereunder and the applicable Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, Section which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative you or the Company shall have the right to postpone the Time of Purchase applicable Closing Date or the relevant Option Securities Settlement Closing Date, as the case may be, for a period of not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the Terms Agreement (the “"Defaulted Securities”"), then the Representative you shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour period, arrangements for the purchase of all the Defaulted Securities then: (ia) if the number aggregate amount of Defaulted Securities does not exceed 10% of the number aggregate amount of the Securities to be so purchased by all of pursuant to the Underwriters on such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date pursuant to the Terms Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. As used in this Section only, the "aggregate amount" of Securities shall mean the aggregate principal amount of any Senior Debt Securities plus the public offering price of any Warrants. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one (a) BUYER is in material default hereunder, or, (b) on or more Underwriters before the Closing Date as set forth herein, BUYER indicates that BUYER is unable or unwilling to perform, and provided SELLER stands ready to perform SELLER's obligations, SELLER's sole and exclusive remedy shall fail at be the Time of Purchase or an Option Securities Settlement Date right to purchase the Securities which it or they are obligated to purchase under terminate this Agreement (by written Notice pursuant to Paragraph 32 to BUYER or BUYER's attorney and the “Defaulted Securities”)Escrow Agent and SELLER shall retain the Deposit as reasonable liquidated damages for BUYER's inability or unwillingness to perform. In the event such written Notice of termination of this Agreement is given by SELLER, then the Representative Premises shall have be free of any claims or interest of the rightBUYER therein by virtue of this Agreement, provided neither party objects to same within 24 hours thereafter, 5 business days of receipt of Notice of termination. It is the intention of the parties hereto freely to make arrangements advance provision on the date of this Agreement for one such event in order (a) to avoid controversy, delay and expense, and (b) to specify now a reasonable amount agreeable to both for compensation to the SELLER for losses which may not be readily ascertainable or quantifiable, such as any of or more the following which might be necessary to place SELLER in the position SELLER would have been in had BUYER made timely performance: costs of carrying, maintaining, insuring and protecting the property; loss of interest income on the proceeds; loss of optimum market time, value and conditions; the uncertainty, delay, expense and inconvenience of finding a substitute BUYER; additional commissions, fees, taxes and borrowing expenses to meet obligations entered into in anticipation of performance. In the event closing has not taken place within thirty (30) calendar days following the Closing Date as it may be extended pursuant to the provisions hereof, through no fault of the non-defaulting Underwriters delaying party, the delaying party shall be deemed in default. If SELLER is in material default hereunder, BUYER shall have such remedies as BUYER shall be entitled to at law or any other underwriters to purchase allin equity, including, but not less than alllimited to, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7specific performance.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, 11.1 Failure to make arrangements for payment of any amount payable by the Purchaser/s herein under these presents being the agreed consideration and/or the additional payments and/or deposits or otherwise within the specified time, or within 7 (seven) days of demand if no time is specified, shall amount to a default entitling the Owners-Vendors and the Developer herein to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.2 In non-compliance of any of the terms, conditions, covenants, undertakings, stipulations restrictions, prohibitions and obligations of the Purchaser/s herein including the obligations to make payment and deposit all the amounts under these presents by the Purchaser/s within the time stipulated hereto, the Owners-Vendors and Developer herein shall be entitled to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.3 The Rights of the Owners/Vendors and or the Developer to take steps on the Purchaser’s/s’ default are independent to each other and not alternative to each other and more than one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as said rights may be agreed upon and upon simultaneously exercised and/or enforced by the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24Owners-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, Vendors and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability Developer herein regarding any default on the part of the Purchaser/s herein. 11.4 If the Purchaser/s fails to fulfill his/her/their obligations under this agreement, the Owners-Vendors and the Developer herein shall have exclusive liberty to cancel this Agreement upon a prior 7 (seven) days notice to the Purchaser/s and shall be entitled to forfeit 3% of the total agreed consideration of the subject Flat with said Car Parking Space and refund the balance without paying any noninterest to the purchaser/s within 3 (three) months from the date of such cancellation and the Owners-defaulting Underwriter. No action taken pursuant Vendors and the Developer in that event immediate after such cancellation shall have full liberty to this Section 7 shall relieve any defaulting Underwriter from liability enter into a fresh booking and or agreement in respect of the subject unit with any intending purchaser or purchasers at its defaultown choice and discretion after intimating to the Purchaser/s of such matter of cancellation and the Purchaser/s herein hereby agreed with and consent to the same. The Notice served by the Owners-Vendors or the Developer to the Purchaser/s either by hand delivery or by Speed Post in this respect shall be treated as the Owners-Vendors’ as well the Developer’s obligation in this regard is fulfilled. 11.5 In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase default by Owners-Vendors and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used Developer herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Purchaser/s herein shall be entitled to claim specific performance.

Default. If one or more Underwriters (a) A party shall fail at be in default hereunder (other than by reason of a Force Majeure Event) in the Time event that such party shall default in the performance of Purchase or an Option Securities Settlement Date to purchase any of its obligations hereunder, which default remains uncured forty-five (45) days following receipt of notice specifying the Securities which it or they are obligated to purchase under this Agreement (nature of the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of default from the non-defaulting Underwriters or any other underwriters to purchase allparty, but not less unless the cure would require more than all45 days, of in which case the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements party shall not have been completed within be deemed in default if it has promptly commenced diligent efforts to cure the default following notice and continues such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on efforts until such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultdefault is cured. In the event of any such default, the non-defaulting party may at its option terminate this Agreement by written notice. Any termination by Petrowax by reason of Quaker State's default which does hereunder shall not result limit Petrowax's rights to payment of any fee due hereunder for prior processing. Any termination by Quaker State by reason of Petrowax's default hereunder shall entitle Quaker State to terminate delivery of Products under the Slack Wax Agreements, but in the event of any such termination Quaker State shall be entitled to any processing Earned but not utilized prior to termination. (b) In the event that (i) either or both of the Plants ceases to operate for more than sixty (60) days (other than temporarily by reason of a termination Force Majeure Event) and (ii) Petrowax or its assignees notify Quaker State in writing that no further purchases of Products shall be made under the Slack Wax Agreements, then provided that Quaker State continues to be given access to the nonoperating Plant or Plants for the purpose of processing wastewater at Quaker State's own cost, Quaker State shall have no claim for damages against Petrowax under or arising out of this AgreementAgreement for the failure of Petrowax to furnish waste water processing at that Plant or Plants. In the event that prior to the confirmation of a plan of reorganization for Petrowax in its Chapter 11 proceeding Quaker State is neither furnished processing at a Plant by Petrowax pursuant to this Agreement nor is Quaker State provided access to the Plant for performing processing itself, orand provided that the reason for such nonperformance and unavailability of access is other than a Force Majeure Event, then Quaker State shall be entitled to damages for breach of this Agreement to compensate it for processing Earned but not utilized, but such damages shall not exceed an amount equal to the price per 1,000 gallons set forth in the case table in Section 5(a) hereof multiplied by the number of an Option Securities Settlement Date, 1,000 gallons for which does not result in a termination of the obligation of the Underwriters Quaker State reasonably would have requested and been able to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, obtain processing at that Plant for a time period equal to the remaining period for which processing has been Earned but not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7utilized.

Default. If one (a) In the event that Seller shall default in any of its obligations hereunder to be performed at or more Underwriters prior to Closing, for any reason other than Buyer's default or a termination of this Contract by Buyer or Seller pursuant to a right to do so under the provisions hereof, Buyer, as its sole and exclusive remedy, may either (i) terminate this Contract and receive a refund of the Deposit or (ii) pursue an action for specific performance, subject to limitations hereinafter provided. Buyer shall fail at only be entitled to the Time remedy of Purchase or an Option Securities Settlement specific performance if (i) any such suit for specific performance is filed within sixty (60) days after the scheduled Closing Date, (ii) Buyer is not in default under this Contract, (iii) contemporaneously with commencement of such action, Buyer has submitted to the court a sworn affidavit that Buyer was on the Closing Date ready, willing and financially able to purchase the Securities which it or they are Property in accordance with this Contract; and (iv) Buyer has furnished ten (10) days' prior written notice to Seller of its intent and election to seek specific enforcement of this Contract. Notwithstanding anything to the contrary contained herein, Seller shall not be obligated to purchase expend any sums to cure any defaults under this Agreement Contract, and if Buyer seeks specific performance under this Contract, Buyer agrees to accept the Property in its "WHERE IS, AS IS" condition. Buyer's failure to tender the Purchase Price as provided in (the “Defaulted Securities”)iii) above shall be sufficient basis for a court to dismiss with prejudice Buyer's action for specific performance. If Buyer discovers prior to Closing that any representation or warranty made by Seller in paragraph 12(a) has been breached, then Buyer may extend the Representative shall have Closing for up to ten (10) days to investigate the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchasepertinent facts, and the Company Seller shall exercise reasonable, good faith efforts to sell, the Option Securities to be purchased and sold on remedy or cure such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultbreach. In the event of any that such default which does breach has not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters been cured or remedied to purchase and the Company Buyer's satisfaction prior to sell the relevant Option SecuritiesClosing, as the case same may bebe extended, the sole and exclusive remedy of Buyer shall be to either waive the Representative breach and proceed to Closing or terminate this Contract by written notice to Seller. Upon such termination, the Company Deposit shall be returned to Buyer, and Buyer may recover its actual, direct, out-of-pocket third party costs and expenses incurred in connection with this Contract up to but not exceeding $50,000.00. (b) In the event of a default by Buyer hereunder, it would be extremely impracticable and difficult to estimate the damage and harm which Seller would suffer, and because a reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer's failure to duly complete the acquisition hereunder is the amount of the Deposit, Seller shall be entitled to receive and retain the Deposit as and for Seller's sole and exclusive remedy for damages arising from Buyer's failure to complete the acquisition in accordance with the terms hereof, and Seller shall have the right to postpone the Time of Purchase no further recourse or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus remedy at law or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7equity.

Default. If If, on the Firm Closing Date or the Option Closing Date, as the case may be, any one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters shall fail or any other underwriters refuse to purchase allShares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not less more than all, one-tenth of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities does not exceed 10% of the number of Securities Shares to be so purchased by all of the Underwriters on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule 1 bear to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters shall be obligatedUnderwriters, severally and not jointlyor in such other proportions as you may specify, to purchase the full amount thereof Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; PROVIDED that in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if no event shall the number of Defaulted Securities exceeds 10% Shares that any Underwriter has agreed to purchase pursuant to Section 4 be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Firm Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Shares and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Securities Shares to be so purchased by all of the Underwriters on an such date, and arrangements satisfactory to you, the Company and the Selling Stockholders for the purchase of such Shares are not made within 36 hours after such default, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any non- defaulting Underwriter from liability in respect of its defaultor the Company or the Selling Stockholders. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the Time of Purchase Firm Closing Date or the relevant Option Securities Settlement Closing Date, as the case may be, but in no event for a period not exceeding longer than seven (7) days days, in order to effect any that the required changes changes, if any, in the Registration Statement, the Disclosure Package or Statement and in the Prospectus or in any other documents or arrangementsarrangements may be effected. As used herein, the term “Underwriter” includes Any action taken under this paragraph shall not relieve any person substituted for an defaulting Underwriter from liability in respect of any default of such Underwriter under this Section 7Agreement. 12.

Default. If one or more of the Underwriters participating in an offering of the Purchased Securities shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase the Purchased Securities which it or they are obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then the Representative you shall have the right, within 24 36 hours thereafter, to make arrangements satisfactory to the Company for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, all of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such datePurchased Securities, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all the non-defaulting Underwriters; or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such datePurchased Securities, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. In the event that the Company shall be entitled to but shall not elect to exercise its defaultrights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Agreement. In the event of a default by any such default which Underwriter or Underwriters as set forth in this Section, if the Company does not result in a termination of elect to terminate this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period of time not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one BUYER is in material default hereunder, or, on or more Underwriters before the date of closing as set forth herein, indicates that BUYER is unable or unwilling to perform and SELLER stands ready to perform SELLER's obligations, SELLER's sole and exclusive remedy shall fail at be the Time of Purchase or an Option Securities Settlement Date right to purchase the Securities which it or they are obligated to purchase under terminate this Agreement (by written notice to BUYER or BUYER's attorney and retain the “Defaulted Securities”), then deposit as reasonable liquidated damages for BUYER's inability or unwillingness to perform. It is the Representative shall have intention of the right, within 24 hours thereafter, parties hereto freely to make arrangements advance provision on the date of this Agreement for one such event in order (a) to avoid controversy, delay and expense, and (b) to specify now a reasonable amount agreeable to both for compensation to the SELLER for losses which may not be readily ascertainable or quantifiable, such as any of the following which might be necessary to place SELLER in the position SELLER would have been in had BUYER made timely performance: costs of carrying, maintaining, insuring and protecting the property; loss of interest income on the proceeds; loss of optimum market time, value and conditions; the uncertainty, delay, expense and inconvenience of finding a substitute buyer; additional commissions, fees, taxes and borrowing expenses to meet obligations entered into in anticipation of performance. In such event and upon SELLER's written notice of termination, the Premises shall be free of any claims or more interest of the BUYER therein by virtue of this Agreement; provided neither party objects to same within five (5) business days of receipt of notice of termination. In no event shall the closing take place later than the date of closing set forth in Paragraph 4 hereof, subject to the provisions of Paragraphs 6 and 11. In the event the closing has not taken place by the end of said period, through no fault of the non-defaulting Underwriters delaying party, the delaying party shall be deemed in default. If SELLER defaults hereunder, BUYER shall have such remedies as BUYER shall be entitled to at law or any other underwriters to purchase allin equity, including, but not less than alllimited to, specific performance. The foregoing notwithstanding, a delay in the closing through no fault of the Defaulted Securities BUYER which results in such amounts as may be agreed upon and upon either the loss of the BUYER’S mortgage commitment or an adverse change in the terms herein set forth; provided, however, that if of such arrangements commitment shall not have been completed within such 24-hour period, then: (i) if entitle BUYER to rescind this Agreement and the number of Defaulted Securities does not exceed 10% SELLER shall forthwith refund all sums heretofore paid by the BUYER on account of the number of Securities to be so purchased by purchase price, whereupon all rights and liabilities of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations parties hereto by reason of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7terminate.

Default. 13.1 If one or more Underwriters shall fail at either of Us considers that the Time other is in default of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase its obligations under this Agreement (the “Defaulted Securities”)or an SDO, then the Representative shall have default and a reasonable time-span within which it must be put right must be notified in writing to whichever of Us is considered to be at fault. 13.2 Where the right, default is not put right within 24 hours thereafter, the specified time then it may be referred to make arrangements for one the dispute resolution procedure contained in clause 12 of this Agreement or more the termination procedures contained in clauses 14 and 15 of this Agreement. 14 Termination of the non-defaulting Underwriters or Agreement 14.1 You will notify Us without delay if You cannot meet your commitments under this Agreement for a temporary period. In this circumstance and without prejudice to the continuation of this Agreement, We may help You to ensure the continuity of the Service. 14.2 This Agreement may be ended at any time by either of Us giving to the other underwriters to purchase all, but not less than all, 6 months prior notice in writing to expire at any time. 14.3 We may terminate this Agreement without notice and recover from You the amount of any loss resulting from the termination if You: (a) Are in Serious Breach of this Agreement; (b) Are in Continuing Breach of this Agreement; (c) Are convicted of an offence under the provisions of the Defaulted Securities Care Standards Act 2000 and regulations thereto and any subsequent amendments; (d) Cease to hold appropriate registration under the Care Standards Act 2000; (e) Become bankrupt or are the subject of any application or arrangement under the provisions of the Insolvency Act 1986 (as amended by the Enterprise Act 2002); (f) Have a winding-up order made (except for the purposes of amalgamation or reconstruction) or a resolution of a voluntary winding-up is made; (g) Have a provisional liquidator, receiver or manager of your business or undertaking duly appointed; (h) Have an administrative receiver as defined in such amounts the Insolvency Act 1986 (as may be agreed upon and upon amended by the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then:Enterprise Act 2002) appointed; (i) if Are in circumstances which entitle the number court or a creditor to appoint, or have appointed, a receiver, a manager or an administrative receiver, or which entitle the court to make a winding-up order; (j) Take financial advantage of Defaulted Securities does not exceed 10% a Service User or inappropriately solicit money from his or her representative or Third Party; (k) Offer any inappropriate inducements or exert pressure on a potential Service User or his or her representative or Third Party to encourage a choice of the number your Service; (l) Offer, give or agree to give any gift or consideration of Securities any kind to be so purchased by all any of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, our Officers or elected Members in order to purchase the full amount thereof gain an advantage in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination performance of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.;

Default. If one or more Underwriters shall fail at Pledgor (a) defaults in the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more payment of the non-defaulting Underwriters principal ------- under either of the Notes when either of them becomes due (whether upon demand, acceleration or otherwise) or any other underwriters event of default under either of the Notes or this Agreement occurs (including, without limitation, the bankruptcy or insolvency of Pledgor) or (b) defaults in the payment of interest or any other amount related to purchase alleither of the Notes, but the Company may (following five (5) days notice to Executive, during which the default is not cured) exercise any and all the rights, powers and remedies of any owner of the Pledged Interests (including the right to vote the Pledged Interests and receive any distributions with respect to such Pledged Interests) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Delaware or otherwise available to the Company under applicable law. Without limiting the foregoing, after the occurrence of and during the continuance of a default, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Collateral at any private sale or public auction, on not less than allten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Defaulted Securities Pledged Interests offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Notes and other amounts related thereto (including costs, attorneys' fees associated with enforcement hereof); provided that after payment -------- in such amounts as may full of the indebtedness evidenced by both of the Notes, the balance of the proceeds of sale then remaining shall be agreed upon paid to Pledgor and upon Pledgor shall be entitled to the terms herein set forth; provided, however, that if such arrangements return of any of the Pledged Interests remaining in the hands of the Company. Pledgor shall not have been completed within such 24-hour period, then: be liable for any deficiency (ito the extent liable therefor under the Notes) if the number remaining proceeds are insufficient to pay the indebtedness under the Notes in full, including the fees of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased any attorneys employed by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on collect such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7deficiency.

Default. (a) The Buyer may, by written notice of default to the Seller, terminate the whole or any part of this Subcontract in any one of the following circumstances: (i) if Seller fails to make progress in the work so as to endanger performance delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or (ii) if Seller fails to perform any of the other provisions of this Subcontract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; or (iii) Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due. (b) If one this Subcontract is so terminated, Seller shall submit a final termination settlement proposal to the Buyer. The Seller shall submit the proposal promptly but no later than six (6) months from the effective date of the termination. If Seller fails to submit the proposal within the time allowed, the Buyer may determine the amount, if any, due the Seller because of the termination. The amount will be determined as follows; (i) An amount for direct labor hours determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rates, less profit, in the Schedule, less any hourly rate payments already made to the Seller; (ii) An amount for material expenses incurred before the effective date of termination, not previously paid to the Seller. Buyer may procure or more Underwriters otherwise obtain, upon such terms and in such manner as Buyer may deem appropriate, supplies or services similar to those terminated, Seller, subject to the exceptions set forth below, shall fail be liable to Buyer for any excess costs of such similar supplies or services. (c) Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by Buyer at or after termination such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as Seller has produced or acquired for the Time performance of Purchase or an Option Securities Settlement Date the terminated part of this Subcontract, and Buyer will pay Seller the contract price for complete articles delivered to purchase and accepted by Buyer and the Securities which it or they are obligated fair value of the other property of Seller so requested and delivered. (d) Seller shall continue performance of this Subcontract to purchase under this Agreement (the “Defaulted Securities”), then the Representative extent not terminated. Buyer shall have no obligations to Seller with respect to the rightterminated part of this Subcontract except as herein provided. In case of Seller’s default, within 24 hours thereafterBuyer’s rights as set forth herein shall be in addition to Buyer’s other rights although not set forth in this Subcontract. (e) Seller shall not be liable for damages resulting from default due to causes beyond the Seller’s control and without Seller’s fault or negligence, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if Seller’s default is caused by the default of a subcontractor or supplier, such arrangements shall not have been completed within such 24-hour perioddefault must arise out of causes beyond the control of both Seller and subcontractor or supplier, then: (i) if and without the number fault or negligence of Defaulted Securities does not exceed 10% either of them and, provided further, the number of Securities supplies or services to be so purchased furnished by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and subcontractor or supplier were not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter obtainable from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7sources.

Default. If one 7.1.1 In the event that Seller fails for any reason to close the Transaction, or more Underwriters in the event that Purchaser, based upon a material failure by Seller for any reason to operate the Stores in the Normal Course of Business, determines not to close the Transaction, then Seller shall fail at pay, or cause to be paid, to Purchaser a break-up fee in the Time amount of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement One Hundred Thousand Dollars ($100,000.00) (the “Defaulted Securities”), then "Break-up Fee") for the Representative shall have time and resources invested and the right, within 24 hours thereafter, to make arrangements for one of or more costs and expenses incurred by Purchaser in connection with its evaluation of the non-defaulting Underwriters or any other underwriters to purchase allTransaction, but not less than all, its due diligence examination of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchaseSeller, and the Company negotiation and execution of this Agreement. As security for the payment of the Fee and as a condition to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination Purchaser's execution of this Agreement, orSeller has arranged for Silicon Valley Bank ("Bank") to issue to Purchaser the Bank's irrevocable standby letter of credit in the amount of the Fee (the "Letter of Credit"). Any occurrence, act or omission ("Triggering Event") that would constitute a cause for the payment of the Break-Up Fee To Purchaser under this Agreement shall require payment to Purchaser by the Bank. The Letter of Credit, in the case form attached hereto as Exhibit 7.1.1, shall be delivered to Purchaser by the Bank prior to the execution of an Option Securities Settlement Date, which does not result in a termination this Agreement. For purposes of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used hereinthis Section 7.1.1, the term “Underwriter” includes "material failure" shall mean a failure that is reasonably likely to have a material adverse effect on the Assets or business of Seller at the Stores. 7.1.2 In the event that a default occurs, Purchaser must, before taking any person substituted other action, give a written notice to Seller of such a default. Seller will then have 10 business days in which to cure said default. 7.1.3 In the event all contingencies contained herein shall be met and Purchaser shall fail to purchase the Assets as provided herein (other than for an Underwriter under this a reason as set forth in Section 77.1.1), the Purchaser shall reimburse Seller for the cost of all fees, costs and expenses it may have incurred or thereafter incur, including but not limited to attorney's fees, and at Seller's option, Seller may seek specific performance and/or any remedy available at law or equity.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, 11.1 Failure to make arrangements for payment of any amount payable by the Purchaser/s herein under these presents being the agreed consideration and/or the additional payments and/or deposits or otherwise within the specified time, or within 7 (seven) days of demand if no time is specified, shall amount to a default entitling the Owners-Vendors and the Developer-Vendor herein to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.2 In non-compliance of any of the terms, conditions, covenants, undertakings, stipulations restrictions, prohibitions and obligations of the Purchaser/s herein including the obligations to make payment and deposit all the amounts under these presents by the Purchaser/s within the time stipulated hereto, the Owners-Vendors and Developer-Vendor herein shall be entitled to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.3 The Rights of the Owners-Vendors and or the Developer-Vendor to take steps on the Purchaser’s/s’ default are independent to each other and not alternative to each other and more than one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as said rights may be agreed upon and upon simultaneously exercised and/or enforced by the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, Owners- Vendors and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability Developer-Vendor herein regarding any default on the part of the Purchaser/s herein. 11.4 If the Purchaser/s fails to fulfill his/her/their obligations under this agreement, the Owners-Vendors and the Developer herein shall have exclusive liberty to cancel this Agreement upon a prior 7 (seven) days notice to the Purchaser/s and shall be entitled to forfeit 3% of the total agreed consideration of the subject Flat/unit and refund the balance without paying any noninterest to the purchaser/s within 3 (three) months from the date of such cancellation and the Owners-defaulting Underwriter. No action taken pursuant Vendors and the Developer-Vendor in that event immediate after such cancellation shall have full liberty to this Section 7 shall relieve any defaulting Underwriter from liability enter into a fresh booking and or agreement in respect of the subject unit with any intending purchaser or purchasers at its defaultown choice and discretion after intimating to the Purchaser/s of such matter of cancellation and the Purchaser/s herein hereby agreed with and consent to the same. The Notice served by the Owners-Vendors or the Developer-Vendor to the Purchaser/s either by hand delivery or by Speed Post in this respect shall be treated as the Owners-Vendors’ as well the Developer-Vendor’s obligation in this regard is fulfilled. 11.5 In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase default by Owners-Vendors and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used Developer-Vendor herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Purchaser/s herein shall be entitled to claim specific performance.

Default. If one or more of the Underwriters shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (i) A. if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement (including this Agreement as incorporated by reference therein) bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , unless otherwise agreed, or (ii) B. if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, such Terms Agreement (including this Agreement as incorporated by reference therein) shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Issuer. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under the applicable Terms Agreement or this Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section 10 which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative Representatives or the Issuer or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the Time of Purchase applicable Closing Date or an Option Securities Settlement Date Closing Date, as the case may be, to purchase the Securities which it or they are obligated to purchase at such time under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative such of you as are named therein shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, and if the Company shall not have completed arrangements for the purchase of all, but not less than all, of the Defaulted Securities by other underwriters satisfactory to such of you as are named in the applicable Terms Agreement, then: (ia) if the aggregate number of Defaulted Securities does not exceed 10% of the aggregate number of Firm Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement bear to the purchase obligations aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters; or (iib) if the aggregate number of Defaulted Securities exceeds 10% of the aggregate number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Firm Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company or the Western Gas Parties except, in each case, as provided in Sections 9 and 10 hereof. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability to the Company, the Western Gas Parties or any non-defaulting Underwriter for damages in respect of its defaultany default of such Underwriter hereunder and the applicable Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, Section which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beapplicable Terms Agreement, either the Representative you or the Company shall have the right to postpone the Time of Purchase applicable Closing Date or the relevant Option Securities Settlement Closing Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Partnership Registration Statement, the Prospectus or the Partnership Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase Pledgor defaults in the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more payment of the non-defaulting Underwriters principal or interest under the Note as it becomes due (whether upon demand, acceleration or otherwise) or any other underwriters event of default under the Note occurs and has not been remedied within the 10 day period provided in Section 3(a)(i) of the Note (including the bankruptcy or insolvency of the Pledgor) (each such occurrence shall be deemed a "Default"), the Company may exercise any and all of the rights, powers and remedies of an owner of the Pledged Securities (including the right to purchase allvote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of the State of New York or otherwise available to the Company under applicable law. Without limiting the foregoing, but if the Pledgor Defaults, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Securities at any private sale or public auction, on not less than allten days written notice to the Pledgor, at such price or prices and upon such terms as the Company may deem advisable. The Pledgor shall have no right to redeem the Pledged Securities after any such sale or assignment. At any such sale or auction, the Company or any other holder of shares of the Defaulted Company may bid for, and become the purchaser of, the whole or any part of the Pledged Securities in offered for sale. In case of any such amounts as may sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be agreed upon applied to the principal of and upon accrued interest on the terms herein set forthNote; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% after payment in full of the number of Securities to be so purchased indebtedness evidenced by all the Note, the balance of the Underwriters on such date, the non-defaulting Underwriters proceeds of sale then remaining shall be obligated, severally paid to the Pledgor and not jointly, the Pledgor shall be entitled to purchase the full amount thereof return of any of the Pledged Securities remaining in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% hands of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Company.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Immediate Delivery Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either any of the Representative Representatives, the Company or the Company Guarantor shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 710.

Default. If one or more of the Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the Terms Agreement (the “Defaulted Securities”), then the Representative you shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour period, arrangements for the purchase of all the Defaulted Securities then: (ia) if the number aggregate amount of Defaulted Securities does not exceed 10% of the number aggregate amount of the Securities to be so purchased by all of pursuant to the Underwriters on such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date pursuant to the Terms Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. As used in this Section only, the “aggregate amount” of Securities shall mean the aggregate principal amount of any Senior Debt Securities plus the public offering price of any Warrants. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, Statement and the Disclosure Package or the Final Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If any one or more Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase and pay for any of the Securities which it Offered Certificates agreed to be purchased by such Underwriter or they are obligated Underwriters pursuant to this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the “Defaulted Securities”)respective proportions which the aggregate face amount of Offered Certificates specified to be purchased by them in Schedule I bears to the aggregate face amount of Offered Certificates to be purchased by all the remaining Underwriters) the Offered Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, then however, that in the Representative event that the aggregate face amount of Offered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate face amount of Offered Certificates to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right, but not the obligation within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon Offered Certificates, and upon the terms herein set forth; provided, however, that if such nondefaulting Underwriters do not complete such arrangements shall not have been completed within such 24-24 hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall will terminate without liability on to any nondefaulting Underwriters or the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of any such termination, the provisions of Sections 5, 6 and 8 shall remain in effect. In the event of a default which by any Underwriter as set forth in this Section 7 that does not result in a termination of this Agreement, orthe Closing Time shall be postponed for such period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiesexceeding seven days, as the case may be, either the Representative nondefaulting Underwriters or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days determine in order to effect any that the required changes in the Registration Statement, the Disclosure Package or Statement and the Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and to any person substituted nondefaulting Underwriters for an Underwriter under this Section 7damages occasioned by its default hereunder.

Default. 15.1 If one or more Underwriters shall fail at of the Time Managers defaults in the performance of Purchase or an Option Securities Settlement its obligations on a Closing Date to purchase the Securities which it or they are obligated to purchase Firm Shares under this Agreement (the “Defaulted SecuritiesShares”), then the Representative Joint Global Coordinators shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one of or more of the nonother Managers (each a “Non-defaulting Underwriters or any other underwriters Defaulting Manager”) to procure purchasers for or, failing which, to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as the Joint Global Coordinators may be agreed determine, upon and upon subject to the terms herein set forth; provided, however, that if out in this Agreement. If the Joint Global Coordinators have not completed such arrangements shall not have been completed within such 24-hour (or other agreed) period, then: (i) 15.1.1 if the number of Defaulted Securities Shares does not exceed 10% 10 per cent. of the aggregate number of Securities Firm Shares to be so purchased by all of the Underwriters on such date, each of the nonNon-defaulting Underwriters Defaulting Managers shall be obligatedobliged, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all nonNon-defaulting UnderwritersDefaulting Managers, provided that in no event shall the number of Firm Shares (or, as the case may be, Option Shares) that any Non-Defaulting Manager has agreed to purchase on such Closing Date be increased pursuant to this Clause 15 by an amount in excess of one-ninth of such number of Firm Shares (or, as the case may be, Option Shares) without the written consent of such Non-Defaulting Manager; or (ii) 15.1.2 if the number of Defaulted Securities Shares exceeds 10% 10 per cent. of the aggregate number of Securities Firm Shares to be so purchased by all of the Underwriters on such date, unless notice to the contrary in writing is given to the Company and the Selling Shareholder prior to the expiry of such 24-hour period, this Agreement or, with shall terminate (in the case of default in respect to any of Option Securities Settlement Date, the obligation Shares being by way of a termination of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on Managers’ obligations in respect of such Option Securities Settlement Date shall terminate Shares pursuant to Clause 3.3) without liability on the part of any nonNon-defaulting Underwriter. No Defaulting Manager. 15.2 Neither termination nor any other action taken pursuant to this Section 7 Clause 15 shall relieve any defaulting Underwriter Manager from liability in respect of its default. . 15.3 In the event of any such default which does not result in a the termination of this Agreement, orthe Joint Global Coordinators, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase Company and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company Selling Shareholder shall have the right (without obligation) to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, Closing Date for a period not exceeding seven (7) days Business Days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. (a) If one or more Underwriters any Underwriter shall fail at the Time of Purchase or an Option Securities Settlement Date default in its obligation to purchase the Designated Securities which it or they are obligated has agreed to purchase under this the Pricing Agreement (relating to such Designated Securities, Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the “Defaulted terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities”), then the Representative Company and the Guarantor shall have be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters Representatives to purchase all, but not less than all, of the Defaulted such Designated Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultterms. In the event of any such default which does not result in a termination of this Agreementthat, orwithin the respective prescribed period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and Representatives notify the Company to sell that they have so arranged for the relevant Option purchase of such Designated Securities, as or the case may beCompany notifies the Representatives that it has so arranged for the purchase of such Designated Securities, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Delivery for such Designated Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days of up to five full business days, in order to effect any required changes that in the opinion of counsel for the Company and the Guarantor or counsel of the Underwriters may be necessary in the Registration Statement, the Disclosure Package Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company and the Guarantor agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus that effects any such changes. As used herein, the The term “Underwriter” includes as used in this Agreement shall include any person substituted for an Underwriter under this Section 7with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities; (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company, as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company and the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default; and (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company and the Guarantor as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or the Guarantor, except that the Company, the Guarantor and the Underwriters will continue to be liable for the payment of expenses as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Firm Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Firm Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Firm Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.shall

Default. (a) If any Underwriter shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder on the Closing Date, the non-defaulting Underwriters may arrange for one or more of such non-defaulting Underwriters or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter the non-defaulting Underwriters shall fail at not have arranged for the Time purchase of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”)such Notes, then the Representative Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Notes on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Company that the non-defaulting Underwriters have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Notes, the non-defaulting Underwriters or the Company shall have the rightright to postpone the Closing Date for a period of not more than seven days, within 24 hours thereafterin 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 make arrangements for one of file promptly any amendments or more supplements to the Registration Statement or the Prospectus which in the opinion of the non-defaulting Underwriters or may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any other underwriters person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Notes of a defaulting Underwriter or Underwriters as provided in subsection (a) above, the aggregate principal amount of such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities Notes which remains unpurchased does not exceed 10% one-eleventh of the number aggregate principal amount of Securities all the Notes to be so purchased by all on such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate principal amount of Notes which such Underwriter agreed to purchase hereunder on such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the aggregate principal amount of Notes which such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes to be purchased on such dateClosing Date, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations Notes of all non-a defaulting Underwriter or Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement orshall thereupon terminate, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant Underwriter or the Company, except for the expenses to this be borne by the Company and the Underwriters as provided in Section 7 4(j) hereof and the indemnity and contribution agreements in Section 6 hereof; but nothing herein shall relieve any a defaulting Underwriter from liability in respect of for its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. (a) If one or more Underwriters shall fail the Seller defaults hereunder and fails to cure same within ten (10) days after receiving notice from Purchaser of said default, then, (A) at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under Purchaser’s option: (i) Purchaser may terminate this Agreement and the entire Deposit shall be returned, in full, to Purchaser, or (the “Defaulted Securities”), then the Representative ii) Purchaser shall have the rightright to bring an action against Seller for specific performance, including the right to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement; and (B) Purchaser shall have the right to bring an action against Seller for damages and for any other remedy available at law or in equity. (b) If the Purchaser defaults hereunder and fails to cure same within 24 hours thereafterten (10) days after receiving notice from Seller of said default, then, Seller’s sole remedy shall be the forfeit by Purchaser of the Deposit (to the extent deposited with the Escrow Holder at the time of default) to Seller, as liquidated damages, and this Agreement shall be null and void. THIS PROVISION FOR LIQUIDATED DAMAGES HAS BEEN SPECIALLY BARGAINED AND IS AN ESSENTIAL TERM OF THIS AGREEMENT IN LIGHT OF THE DIFFICULTY IN CALCULATING SELLER’S ACTUAL DAMAGES HEREUNDER IN THE EVENT OF BREACH BY PURCHASER. Except as otherwise expressly provided herein, Seller hereby unconditionally and irrevocably waives, to make arrangements the greatest extent permitted by law, any claim for one monetary damages against Purchaser arising as a result of a default or more misrepresentation by Purchaser hereunder, which waiver will survive the termination of this Agreement and the non-defaulting Underwriters or any Closing. (c) As a condition precedent to either party being required to proceed with the Closing, the other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements party shall not have been completed be in default hereunder. In the event one party gives the default notice provided in subparagraphs (a) and (b) above (as applicable) to the other party prior to the Closing, the Closing Date shall be extended, as necessary, to provide for the 10-day cure period provided above. In the event the defaulting party fails to cure within such 2410-hour day period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, party may proceed with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultremedies as provided above. In the event the defaulting party cures within said 10-day period, the parties shall proceed with the Closing and the Closing Date shall be the later of any such the originally planned Closing Date or two (2) business days following the date when notice of the default which does not result in a being cured is delivered to the non-defaulting party. (d) This Section 14 shall survive the termination of this Agreement, or, in . Any default hereunder prior to the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative this Agreement or the Company Closing shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, likewise survive same for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7one year thereafter.

Default. If If, on the Closing Date any one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters shall fail or any other underwriters refuse to purchase allOffered Certificates that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not less more than all, one-tenth of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% aggregate principal amount of the number of Securities Offered Certificates to be so purchased by all of the Underwriters on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Offered Certificates specified to be purchased by them on Schedule II bears to the aggregate principal amount of Offered Certificates specified to be purchased by all such non-defaulting Underwriters shall be obligatedUnderwriters, severally and not jointlyor in such other proportions as you may specify, to purchase the full Offered Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount thereof of Offered Certificates that any Underwriter has agreed to purchase pursuant to Section 2 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Offered Certificates without the proportions that their respective initial written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase obligation bears Offered Certificates and the aggregate principal amount of Offered Certificates with respect to the purchase obligations of all nonwhich such default occurs is more than one-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% tenth of the number aggregate principal amount of Securities Offered Certificates to be so purchased by all of the Underwriters on such date, this Agreement or, with respect and arrangements satisfactory to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, you and the Company to sellfor the purchase of such Offered Certificates are not made within 36 hours after such default, the Option Securities to be purchased and sold on such Option Securities Settlement Date this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant , the Company or the Guarantor, except that the Company and the Guarantor will continue to this Section 7 shall relieve be liable for the payment of expenses for any non- defaulting Underwriter from liability to the extent set forth in respect of its defaultSection 6. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Closing Date, as the case may bebut in no event for longer than seven days, for a period not exceeding seven (7) days in order to effect any that the required changes changes, if any, in the Registration Statement, the Disclosure Package or Statement and in the Prospectus or in any other documents or arrangementsarrangements may be effected. As used herein, the term “Underwriter” includes Any action taken under this paragraph shall not relieve any person substituted for an defaulting Underwriter from liability in respect of any default of such Underwriter under this Section 7Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Guarantor or the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Guarantor or 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 reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default. If one or more Underwriters shall fail at 7.1 An event of default within the Time meaning of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, thenarticle occurs if: (i1) if Party B is in arrears with interest, fails to repay any amount overdue, causes the number payment of Defaulted Securities does not exceed 10% of an advance by the number of Securities to be so purchased by all of bank, or uses the Underwriters on such dateloan proceeds other than for the agreed purpose, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of the loan hereunder; (2) Party B breaches representations, warranties and undertakings made by it; (3) Party B breaches any of its obligations hereunder; (4) Party B conceals important facts; (5) Party B or the guarantor evades the repayment of debts owed to the bank through related-party transaction or otherwise; (6) Party B or the guarantor is negligent in managing or recovering matured claims, disposes of or transfers existing major properties without charge, at an unreasonably low price and in an inappropriate manner or otherwise evades debts; (7) Party B fraudulently obtains funds or credits from Party A or other banks, through the use of illusory contracts and arrangements with any third parties, including but not limited to discounting or pledging notes receivable and other claims in respect of which no truthful transactions are conducted; (8) Party B or the guarantor breaches other contracts with Party A or other banks (including but not limited to credit contract, loan contract and guarantee contract) or the terms of any debt securities issued by it; (9) there shall occurs, the breach by the guarantor of Party B of guarantee contracts (including but not limited to guaranty contract, mortgage contract and pledge contract), events of default under the guarantee contracts; the guarantee contracts are ineffective, invalid or rescinded; there shall occurs significant reduction in the value, losses, disputes over the ownership, seizure, attachment, freezing, transfer of, lien on, auction of the collateral; (10) there occurs any of the events specified in Articles 5.3 and 5.4, which will, in the opinion of Party A, affect the safety of its claim as creditor; (11) the term of operation of Party B or the guarantor expires during the term of the credit line and has not been extended. 7.2 In case of any event of default. In , Party A has the right to: (1) adjust, cancel or terminate the comprehensive credit line under this Contract, or adjust the term and amount of the credit line; (2) declare the credit under the credit line due immediately in whole or in part, require Party B to immediately repay the principal, interest and expenses of the credit in whole or in part, and from the date of the event of any such default, charge default which does not result in a termination of this Agreement, or, in interest at the case of an Option Securities Settlement Date, which does not result in a termination default interest rate on the entire principal of the obligation credit disbursed, until Party B repays the entire principal of the Underwriters credit; The expenses and costs include but not limited to purchase attorney fees, legal fees, arbitration fees, travel expenses, announcement fees, delivery fees, execution fees, transfer fees and other expenses paid by Party A to realize its creditor’s right. (3) require Party B to pay the security deposit in full for the possible payment for the outstanding commitments, guarantees, letters of credit and other credit businesses; (4) require Party B to provide new guarantee acceptable to Party A; (5) directly deduct funds from the accounts of Party B and the Company guarantor to sell repay contract debts of Party B under this Contract and each specific business contracts (including debts required by Party A to be repaid prematurely), without prior consent of Party B; (6) exercise the relevant Option Securitiessecurity right, as and require the case may beguarantor to fulfill the guarantee responsibility, either or realize the Representative or claim by disposing of the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven collateral and/or pledge. (7) days claim the lawful right of subrogation against debtors of Party B, or request the court to invalidate the waiver by Party B of its matured claims or transfer by Party B of assets at nil consideration or at a low price which is obviously unreasonable, in order to effect any respect of which Party B shall provide all necessary support and assistance as required changes in the Registration Statementby Party A, the Disclosure Package or the Prospectus or in any and bear all costs incurred by Party A thereby. (8) take other documents or arrangements. As used hereinremedial measures under laws, the term “Underwriter” includes any person substituted for an Underwriter under regulations and this Section 7Contract.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section ‎Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase purchase, and the Company to sell sell, the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section ‎Section 7.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”)15.1 A default occurs, then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, thenIf: (ia) if the number Customer commits a breach of Defaulted Securities does this agreement and has not exceed 10% remedied the breach within seven days of the number of Securities being given notice in writing by OBEPR to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, do so; or, (b) The Customer fails to purchase the full pay any amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriterswhen due; or (iic) if OBEPR has any reasonable grounds to believe that the number Customer may not be able to make due and punctual payment to OBEPR of Defaulted Securities exceeds 10% of any monies owing by the number of Securities Customer, or the Customer is in default or has failed to be so purchased make any payment due under this agreement; or (d) the Customer goes into bankruptcy, liquidation, or administration; (e) the Customer is wound up or an application is made to wind up the Customer or declare the Customer bankrupt, then all monies payable by the Customer to OBEPR may, at OBEPR’s election, become immediately due and payable, despite the due date for payment not being reached. 15.2 In addition to any other rights at law and as permitted under this agreement, OBEPR may do any or all of the Underwriters on such date, following: (a) terminate this Agreement or, with respect to agreement; (b) withhold further delivery of any Option Securities Settlement Date, Materials; (c) cease undertaking any Works. 15.3 If We end this agreement under section 13 You must pay Us any costs We incur as a result of ending the obligation of the Underwriters to purchaseagreement, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability costs We have already incurred in respect of its default. the delivery or installation of the System. 15.4 if You fail to pay any amount that is due and payable under this Contract, We will be entitled to Interest on the unpaid amount from the due date until the date it is paid. 15.5 In the event of any such default where your overdue account is referred to a collection agency and/or law firm, the Customer will be liable for all costs which does not result would be incurred as if the debt is collected in a termination of this Agreementfull, orincluding legal demand costs. 15.6 To the maximum extent permitted by Law and, in addition to any other rights, You irrevocably agree that if You have not made payment in full to OBEPR by the case of an Option Securities Settlement Datedue date for such payment, which does OBEPR may notify the Customer and the Customer must not result unreasonably object to allowing OBEPR to repossess the Materials. The Customer (and its successors and assigns, including any administrator, receiver or manager or liquidator) must not object to or obstruct OBEPR or its agents, from entering the Site for this purpose and indemnifies OBEPR from any claims arising from or loss incurred by OBEPR in a termination relation to the repossession or removal of the obligation of Materials from the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Site.

Default. If one or more of the Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the Terms Agreement (the “Defaulted Securities”), then the Representative you shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour period, arrangements for the purchase of all the Defaulted Securities then: (ia) if the number aggregate amount of Defaulted Securities does not exceed 10% of the number aggregate amount of the Securities to be so purchased by all of pursuant to the Underwriters on such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date pursuant to the Terms Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. As used in this Section only, the “aggregate amount” of Securities shall mean the aggregate principal amount of any Securities. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, Statement and the Disclosure Package or the Final Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representative you shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters nondefaulting Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or any of the Issuers. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the applicable Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company Issuers shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one 8.1 In the event of default by LESSEE in the payment of any sum of money or more Underwriters the submission of any report under Paragraph 3.6, LESSOR shall fail have, without notice or demand to LESSEE, a lien on all machinery, equipment, structures, and other property of LESSEE of every kind wherever located on the Leased Premises at the Time time of Purchase the event of default and thereafter. Upon default continuing for thirty (30) days for any payment due or an Option Securities Settlement Date any reports to purchase be submitted to LESSOR, such lien may be enforced as provided by the Securities which it laws of the State of Illinois, including without limitation the Illinois Uniform Commercial Code. In the event of LESSEE’S failure to pay any royalty or they are obligated any other sum due to purchase LESSOR under this Agreement when due, LESSOR shall provide LESSEE with written notice of said default (the “Defaulted SecuritiesDefault Notice”). Upon the further failure of LESSEE to pay such royalty or other sum due LESSOR under this Agreement within thirty (30) days after delivery of the Default Notice by LESSOR, then the Representative LESSOR shall have the rightright without further notice to LESSEE to: 1) Exercise any of the remedies set forth herein or allowed under the laws of the State of Illinois to collect from LESSEE any sum of money due LESSOR hereunder; and/or 2) Receive payment from LESSEE, as liquidated damages, twice the amount due, plus interest from the date due, within 24 hours thereafter, to make arrangements for one of or more ten (10) days after delivery of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthDefault Notice; provided, however, that if such arrangements in the event that any royalty or other sum due LESSOR under this Agreement is the subject of a bona fide dispute, LESSEE shall notify LESSOR of the disputed portion, and shall promptly pay the portion of the royalty or sum not in dispute, and, in which case, LESSOR’S right to receive the above described liquidated damages shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwritersapply; or 3) Terminate this Agreement at any time following the date that is ten (ii10) if the number of Defaulted Securities exceeds 10% days after delivery of the number Default Notice if LESSEE has failed to pay LESSOR in full. 8.2 Neither LESSOR’S failure to give, nor any delay in giving, a Default Notice as herein provided shall be deemed a waiver by LESSOR of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect its rights pursuant to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. default by LESSEE. 8.3 In the event of LESSEE has failed to comply with any such default which does not result in a termination of obligations under this Agreement, other than those in Paragraph 8.1, whether express or implied, and LESSEE does not remedy such failure within thirty (30) days after delivery of a Default Notice, or, in the case of an Option Securities Settlement Dateif such failure cannot reasonably be remedied within thirty (30) days, which and LESSEE does not result in commence bona fide efforts to remedy such failure within such thirty (30) day period, and thereafter, continuously and diligently pursue such efforts to a termination successful conclusion, LESSOR may terminate this Agreement by providing LESSEE with written notice pursuant thereto and/or exercise any of the obligation remedies set forth in this Agreement or allowed under the laws of the Underwriters to purchase and the Company to sell the relevant Option SecuritiesState of Illinois. 8.4 Notwithstanding Paragraph 8.1, as the case may be, either the Representative or the Company LESSOR shall have the right right, upon written notice, to postpone assess interest on all past due royalties or other payments at the rate of one and one-half percent (1.5%) per month from the date of delinquency until paid. The date of delinquency shall be the last day of the month on which payment was due. Time periods provided to cure defaults do not effect the determination of Purchase the date of delinquency or the relevant Option Securities Settlement Date, as assessment of interest to be assessed against delinquent payments. An assessment of interest shall in no way be deemed to be a waiver of LESSEE’S obligation to pay all royalties when due or to be a waiver or bar to the case may be, for a period not exceeding seven (7) days in order to effect subsequent exercise or enforcement by LESSOR of any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any and all other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter rights provided under this Section 7Agreement or applicable law.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Immediate Delivery Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.Date of

Default. If any one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement applicable Closing Date to purchase and pay for any of the Securities which it Shares agreed to be purchased by such Underwriter or they are obligated Underwriters pursuant to this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement Agreement, the remaining Underwriters shall be obligated severally, and not jointly, to take up and pay for (in the “Defaulted Securities”)respective proportions which the aggregate number of Shares specified to be purchased by each of them in Schedule I hereto bears to the aggregate number of Shares to be purchased by all the remaining Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, then however, that in the Representative event that the aggregate number of Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Shares to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right, right within 24 36 hours thereafter, to make arrangements for one of or more to purchase all, but shall not be under any obligation to purchase any, of the Shares, and if such non-defaulting Underwriters do not purchase all the Shares, this Agreement will terminate without liability to any non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of any such termination, the provisions of Sections 5, 6 and 8 hereof shall remain in effect. In the event of a default which by any Underwriter as set forth in this Section 7 that does not result in a termination of this Agreement, orthe applicable Closing Date shall be postponed for such period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiesexceeding seven days, as the case may be, either the Representative Representatives or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or and the Final Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and to any person substituted non-defaulting Underwriter for an Underwriter under this Section 7damages occasioned by its default hereunder.

Default. (a) If one or more Underwriters shall fail at the Time Buyer defaults in any of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under its obligations undertaken in this Agreement and fails to cure such default within ten (10) days after notice from Seller specifying in reasonable detail the “Defaulted Securities”)nature of such default, then the Representative Seller shall have the rightbe entitled to, within 24 hours thereafter, as their sole and exclusive remedy to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: either: (i) if Buyer is willing to proceed to Closing, waive such default and proceed to Closing in accordance with the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally terms and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwritersprovisions hereof; or or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities declare this Agreement to be so purchased by all terminated with respect to the applicable Property in respect of which the Underwriters on default occurred. Upon such date, termination: (i) this Agreement orshall be deemed terminated as to any such Property only and neither party shall have any further rights, obligations or liabilities with respect to such Property, except with respect to any Option Securities Settlement Date, obligations that expressly survive termination of this Agreement as contained herein; and (ii) there shall be a reduction in the obligation Purchase Price payable by Buyer at Closing by the amount allocated to the Property designated for removal from this transaction as shown on Schedule 1 hereof. There shall be no forfeiture of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part Xxxxxxx Money as a result of any non-defaulting Underwriter. No action taken pursuant default of Buyer. (b) If Seller defaults in any of its obligations undertaken in this Agreement and fails to cure such default within ten (10) days after notice from Buyer specifying in reasonable detail the nature of such default, Buyer may: (i) waive such default and proceed to Closing in accordance with the terms and provisions hereof; or (ii) terminate this Section 7 shall relieve any defaulting Underwriter from liability Agreement with respect to the applicable Property in respect of its which Seller is in default. In , and if the event Agreement is terminated as to all of any the remaining Properties for which Closing has not occurred direct Escrow Agent to return the Xxxxxxx Money to Buyer and upon such default which does not result termination Seller shall pay to Buyer all of the out-of-pocket costs and expenses incurred by Bu.yei in a termination of connection with this Agreement, ornot to exceed $50,000.00 per Property, which return and payment shall operate to terminate this Agreement and release Seller and Buyer from any and all liability hereunder with respect to the applicable Property or Properties, except those which are specifically stated herein to survive any termination hereof; or (iii) enforce specific performance of Seller's obligations hereunder, to the extent such remedy is available. Notwithstanding the foregoing, in the case event Seller has conveyed a Property in violation of an Option Securities Settlement Datethis Agreement to any party not related to Buyer, which does so that the remedy of specific performance is not result thereby, or otherwise for any reason, available to Buyer, then Buyer shall, in a termination of addition to the obligation of the Underwriters foregoing remedies, be permitted to purchase pursue any and the Company all rights and remedies available to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus Buyer at law or in equity, including, without limitation, pursue and collect all damages of any type or kind, including without limitation, direct, indirect, resulting, consequential, special, exemplary, punitive or other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7damages and be further entitled to temporary and permanent restraining orders and affirmative relief.

Default. If one or more of the Underwriters shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Immediate Delivery Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number amount of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Immediate Delivery Offered Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Representatives or the Company shall 38 42 have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 710.

Default. If one or more Underwriters shall fail at the Time a party fails to perform any of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase its obligations under this Agreement and that failure continues for a period of ten (10) days after written notice to it, that defaulting party shall be deemed to be in default (an "Event of Default"). Upon the “Defaulted Securities”)occurrence of any Event of Default, then the Representative non-defaulting party shall have the right, within 24 hours thereafterat its option to: (1) terminate this Agreement by giving written notice to the defaulting party, which shall be effective as of the date given; (2) if a monetary default by Buyer, the Supplier shall have the additional rights to (a) foreclose its security interest by any available judicial procedure; or (b) lawfully take possession of the goods and merchandise, or such part thereof, as remains in Buyer’s possession, and any and all proceeds of such goods and merchandise as have been sold, wherever and in whatever form they may be, and for purposes of repossession, Supplier, or its representatives, may enter any premises without legal process, and Buyer hereby waives and releases Supplier of, and from, any and all claims in connection therewith or arising there from; Xxxxx agrees, upon demand of Supplier, to assemble the arising the Goods and make arrangements for one of them available to Supplier at a place reasonably convenient to both parties. Any parts, equipment or more accessories place upon or attached to any of the non-defaulting Underwriters or any other underwriters Goods shall become component parts thereof and shall inure to purchase all, but not less than all, the benefit of Supplier; and/or (c) accept the Goods in discharge of the Defaulted Securities obligations secured by this Agreement. Except in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if case where the number of Defaulted Securities does not exceed 10% Supplier accepts the Goods in discharge of the number of Securities to be so purchased obligations secured by all of this Agreement, Buyer shall remain liable for any deficiency between the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full unpaid amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, due under this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sellproceeds of such as sale or foreclosure. If any amount owing under this Agreement is not paid when due, such amount shall bear interest at the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on rate of eighteen (18%) percent per annum from the part due date until it is paid. The provisions of any non-defaulting Underwriter. No action taken pursuant to this Section 7 6 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a survive termination of this Agreement. 6.1 In any action or proceeding brought to enforce any provision of this Agreement, oror where any provision of this Agreement is validly asserted as a defense, the prevailing party shall be entitled to recover reasonable attorneys' fees from the non-prevailing party, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters addition to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7available remedy.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”)a Registration Event occurs, then the Representative shall have Company will make payments to each Holder, as partial liquidated damages for the rightminimum amount of damages to the Holder by reason thereof, within 24 hours thereafterand not as a penalty, at a rate equal to make arrangements for (i) in the case of a Purchaser, one of or more percent (1%) of the non-defaulting Underwriters or any other underwriters to purchase allOffering Price per share of Common Stock held by such Purchaser per month, but not less than alland (ii) in the case of a Holder of a Warrant, one percent (1%) of the Defaulted Securities in product obtained by multiplying the Net Warrant Value as of the first Trading Day of each month by the number of Warrant Shares into which such amounts as may be agreed upon and upon the terms herein set forthHolder's Warrants are convertible per month; provided, however, that with respect to the Holder of a Warrant, if the exercise price thereof exceeds the Market Value on such arrangements first Trading Day of such month, no amount shall be owed in respect of such month pursuant to this clause (ii), in both cases, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); PROVIDED, however, if a Registration Event occurs (or is continuing) on a date more than one year after the Holder acquired the Registrable Securities (and thus the one year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Holder's Registrable Securities that cannot then be immediately resold in reliance on Rule 144; and PROVIDED, FURTHER, that in no event shall the aggregate liquidated damages payable by the Company to any Purchaser exceed 20% of the aggregate Offering Price paid by such Purchaser for all shares of Common Stock acquired by such Purchaser pursuant to the Subscription Agreement. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Holder, and shall not have been completed within constitute the Holder's exclusive remedy for such 24-hour period, then: events. The Registration Default Period shall terminate upon (i) if the number of Defaulted Securities does not exceed 10% filing of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, Registration Statement in the case of an Option Securities Settlement Date, which does not result CLAUSE (A) of the definition of "Registration Event," (ii) the SEC Effective Date in a the case of CLAUSE (B) of the definition of "Registration Event," and (iii) the ability of the Purchaser to effect sales pursuant to the Registration Statement in the case of CLAUSE (C) of the definition of "Registration Event," and (iv) in the case of the events described in CLAUSES (B) and (C) of the definition of "Registration Event," the earlier termination of the obligation Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the Underwriters United States. Amounts payable as partial liquidated damages to purchase and each Holder hereunder with respect to each share of Registrable Securities shall cease when the Company to sell Holder no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days Purchaser in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7reliance on Rule 144.

Default. If If, on the Closing Date any one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters shall fail or any other underwriters refuse to purchase allOffered Certificates that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not less more than all, one-tenth of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% aggregate principal amount of the number of Securities Offered Certificates to be so purchased by all of the Underwriters on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Offered Certificates set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Offered Certificates set forth opposite the names of all such non-defaulting Underwriters shall be obligatedUnderwriters, severally and not jointlyor in such other proportions as you may specify, to purchase the full Offered Certificates which such defaulting Under- writer or Underwriters agreed but failed or refused to purchase on such date; provided -------- that in no event shall the principal amount thereof of Offered Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of Offered Certificates without the proportions that their respective initial written consent of such Underwriter. If, on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase obligation bears Offered Certificates and the aggregate principal amount of Offered Certificates and the aggregate principal amount of Offered Certificates with respect to the purchase obligations of all nonwhich such default occurs is more than one-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% tenth of the number aggregate principal amount of Securities Offered Certificates to be so purchased by all of the Underwriters on such date, this Agreement or, with respect and arrangements satisfactory to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, you and the Company to sellfor the purchase of such Offered Certificates are not made within 36 hours after such default, the Option Securities to be purchased and sold on such Option Securities Settlement Date this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultor the Company. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement DateClosing Date but in no event for longer than seven days, as the case may be, for a period not exceeding seven (7) days in order to effect any that the required changes changes, if any, in the Registration Statement, the Disclosure Package or Statement and in the Prospectus or in any other documents or arrangementsarrangements may be effected. As used herein, the term “Underwriter” includes Any action taken under this paragraph shall not relieve any person substituted for an defaulting Underwriter from liability in respect of any default of such Underwriter under this Section 7Agreement.)

Default. If one or more Underwriters shall fail at Notwithstanding anything to the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase contrary under this Agreement letter agreement, upon any default or other failure to perform by any Releasor under this letter agreement, following written notice thereof and a failure to cure same within ten (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then10) days: (a) all Obligations (as defined in the Security Agreement) shall be immediately due and payable; and (b) Borrowers shall pay Lender an amount equal to (i) if interest at the number Default Rate (as defined in the Buyer Promissory Note) on the amount of Defaulted Securities does not exceed 10% principal and unpaid interest (in each case, immediately prior to the Wire Delivery Time) under the Buyer Promissory Note from the date of the number first occurrence of Securities any Event of Default through the date of this letter agreement, together with additional interest from the date of this letter agreement through the date of payment by Borrowers of such amount (at a rate per annum equal to be so purchased by all of the Underwriters on such dateten percent (10%)), the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or plus (ii) if El Dorado Utilities, Inc. is the number of Defaulted Securities exceeds 10% landlord under the Lease, all Rent required to be paid by KPS through the end of the number Lease Term, together with additional interest from the date of Securities default through the date of payment by Borrowers of such amount (at a rate per annum equal to be so purchased by all of ten percent (10%)), plus (iii) the Underwriters on such date, this Agreement or, Unused Line Fee and interest at the Default Rate with respect to the Unused Line Fee from the date of the first occurrence of any Option Securities Settlement DateEvent of Default through the date of this letter agreement, together with additional interest from the date of this letter agreement through the date of payment by Borrowers of such amount (at a rate per annum equal to ten percent (10%)), plus (iv) all expenses, including attorneys’ fees and costs and allocated fees and costs of in-house legal counsel of Lender or any of its Affiliates that have been or may hereafter be contracted or incurred, together with interest from the date of such expenditure or allocation through the date of payment by Borrowers of such amount (at a rate per annum equal to ten percent (10%)), incurred by Lender or any of its Affiliates in negotiating, documenting, enforcing or collecting amounts due under this letter agreement, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities Obligations or any Transaction Agreement. The amounts to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken paid pursuant to this Section 7 9(b) shall relieve any defaulting Underwriter from liability in respect of its default. In be calculated as if the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase Buyer Promissory Note and the Company to sell the relevant Option SecuritiesLine of Credit Note had not been paid in full or terminated, as the case may beapplicable, either the Representative or the Company shall have the right pursuant to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7letter agreement.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, 11.1 Failure to make arrangements for payment of any amount payable by the Purchaser/s herein under these presents being the agreed consideration and/or the additional payments and/or deposits or 11.2 In non-compliance of any of the terms, conditions, covenants, undertakings, stipulations restrictions, prohibitions and obligations of the Purchaser/s herein including the obligations to make payment and deposit all the amounts under these presents by the Purchaser/s within the time stipulated hereto, the Owners-Vendors and Developer-Vendor herein shall be entitled to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.3 The Rights of the Owners-Vendors and or the Developer-Vendor to take steps on the Purchaser’s/s’ default are independent to each other and not alternative to each other and more than one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as said rights may be agreed upon and upon simultaneously exercised and/or enforced by the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, Owners- Vendors and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability Developer-Vendor herein regarding any default on the part of the Purchaser/s herein. 11.4 If the Purchaser/s fails to fulfill his/her/their obligations under this agreement, the Owners-Vendors and the Developer herein shall have exclusive liberty to cancel this Agreement upon a prior 7 (seven) days notice to the Purchaser/s and shall be entitled to forfeit 3% of the total agreed consideration of the subject Flat/unit and refund the balance without paying any noninterest to the purchaser/s within 3 (three) months from the date of such cancellation and the Owners-defaulting Underwriter. No action taken pursuant Vendors and the Developer-Vendor in that event immediate after such cancellation shall have full liberty to this Section 7 shall relieve any defaulting Underwriter from liability enter into a fresh booking and or agreement in respect of the subject unit with any intending purchaser or purchasers at its defaultown choice and discretion after intimating to the Purchaser/s of such matter of cancellation and the Purchaser/s herein hereby agreed with and consent to the same. The Notice served by the Owners-Vendors or the Developer-Vendor to the Purchaser/s either by hand delivery or by Speed Post in this respect shall be treated as the Owners-Vendors’ as well the Developer-Vendor’s obligation in this regard is fulfilled. 11.5 In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase default by Owners-Vendors and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used Developer-Vendor herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Purchaser/s herein shall be entitled to claim specific performance.

Default. If one or more Underwriters shall fail at Pledgor defaults in the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more payment of the non-defaulting Underwriters principal or ------- interest under the Note as it becomes due (whether upon demand, maturity, acceleration or otherwise) or any other underwriters event of default under the Note occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to purchase allvote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of the State of California or otherwise available to the Company under applicable law. Without limiting the foregoing, but the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than allten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Defaulted Securities in Pledged Shares offered for sale. In case of any such amounts as may sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be agreed upon applied to the principal of and upon accrued interest on the terms herein set forthNote; provided, however, that if such arrangements after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall not have been completed within such 24-hour period, then: (i) be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the number remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased any attorneys employed by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on collect such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7deficiency.

Default. If one or more of the Underwriters participating in an offering of Shares shall fail at the Closing Time or a Date of Purchase or an Option Securities Settlement Date Delivery to purchase the Securities Shares which it or they are obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesShares”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representative shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Shares, then: (i1) if the aggregate number of Defaulted Securities Shares does not exceed 10% of the aggregate number of Securities the Shares to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations thereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (ii2) if the aggregate number of Defaulted Securities Shares exceeds 10% of the aggregate number of Securities the Shares to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement DateDate of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Securities Shares to be purchased and sold on such Option Securities Settlement Date of Delivery shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement. In the event of any such default which does not result in a termination of this Agreement, Agreement or, in the case of an Option Securities Settlement Datea Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SecuritiesShares, as the case may be, either the Representative or the Company shall have the right to postpone the Closing Time of Purchase or the relevant Option Securities Settlement DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time (a) The occurrence of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more any of the non-defaulting Underwriters or following events shall constitute a “Default” hereunder (with any other underwriters Default by any Guarantor to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then:deemed to be a Default by Customer hereunder): (i) if Customer fails to make any payment or provide any Security at the number of Defaulted Securities does time required under this Precedent Agreement or Guarantor fails to make any payment at the time required under the Guaranty, and such failure is not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount remedied within five (5) Business Days after written notice thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwritersfrom Adelphia; or (ii) if Either Party willfully fails to timely satisfy a condition precedent under Section 7 that is reasonably within its control and then in bad faith terminates this Precedent Agreement so as to achieve an economic advantage. (iii) Adelphia or Customer fails to perform any other material obligation under this Precedent Agreement or breaches any other material term or condition of this Precedent Agreement (other than as provided in Section 10(a)(iv)) and such failure or breach is not remedied within ten (10) Business Days after written notice thereof from the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such dateother Party; or (iv) Adelphia, this Agreement Customer or, with respect to if applicable, any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, orGuarantor becomes Bankrupt and, in the case of an Option Securities Settlement Datea Guarantor, which the Customer does not result provide Substitute Security in a termination accordance with Section 11 within five (5) Business Days of the obligation of the Underwriters Guarantor becoming Bankrupt; or (v) Any representation or warranty made by Adelphia or Customer under this Precedent Agreement, or by any Guarantor under any guaranty delivered pursuant to purchase Section 11(b)(i), is inaccurate or untrue in any material respect when made or when deemed repeated and the Company same is not cured within ten (10) Business Days of written notice thereof from the other Party. (b) In the event of a Default hereunder, the non-defaulting Party shall have, in addition to sell the relevant Option Securitiesall other rights and remedies under this Precedent Agreement and Customer’s FTS Agreement, as the case may beif executed, either the Representative or the Company shall have otherwise available at law or in equity, (i) the right to postpone immediately suspend performance under this Precedent Agreement, and (ii) the Time right to terminate this Precedent Agreement and, if executed, Customer’s FTS Agreement, upon five (5) days’ written notice thereof to the defaulting Party. (c) In the event of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration StatementDefault hereunder, the Disclosure Package non-defaulting Party may, in its sole discretion, exercise any one or more of the Prospectus rights and remedies provided in this Precedent Agreement or otherwise available at law or in equity, including: (i) the right to terminate this Precedent Agreement and, if executed, Customer’s FTS Agreement, in accordance with Section 10 and to seek monetary damages or equitable relief for the non-performance of this Precedent Agreement; provided that, with respect to Adelphia, such monetary damages shall be limited to the Reimbursable Costs it is entitled to pursuant to Section 9 hereof; (ii) with respect to Adelphia, all rights and remedies available to a secured party pursuant to Section 9-314 of the New York Uniform Commercial Code, and other applicable laws with respect to Security held by or for the benefit of Adelphia; (iii) with respect to Adelphia, the right to set off any Security held by or for the benefit of Adelphia against and in satisfaction of any amount payable by Customer in respect of any of its obligations under this Precedent Agreement; and/or; (iv) with respect to Adelphia, the right to demand payment under any Security provided by Customer to Adelphia pursuant to Section 11. The non-defaulting Party shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder. No failure on the part of non-defaulting Party to exercise, and no delay in exercising, any right or remedy shall operate as a waiver thereof. A waiver by the non-defaulting Party of any right or remedy on any occasion shall not be construed as a bar to any right or remedy which the non-defaulting Party would otherwise have on any other documents or arrangementsoccasion. As used Except as expressly provided herein, each and every right and remedy granted to the term “Underwriter” includes non-defaulting Party hereunder or allowed it by law or other agreement shall be cumulative and not exclusive of any person substituted other remedy. Adelphia’s recourse with respect to a Default by Customer is not limited to Security provided hereunder or to any other collateral or proceeds thereof, and the defaulting Party shall in all events remain liable to the non-defaulting Party for an Underwriter any amount payable in respect of any of its obligations that remain unpaid after the application of any such Security. The satisfaction by Customer of the Creditworthiness Requirements described herein shall in no way affect Adelphia’s right to seek damages or other remedies under this Section 7Agreement.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, 11.1 Failure to make arrangements for payment of any amount payable by the Purchaser/s herein under these presents being the agreed consideration and/or the additional payments and/or deposits or otherwise within the specified time, or within 15 (fifteen) days of demand if no time is specified, shall amount to a default entitling the Owners-Vendors and the Developer herein to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.2 In non-compliance of any of the terms, conditions, covenants, undertakings, stipulations restrictions, prohibitions and obligations of the Purchaser/s herein including the obligations to make payment and deposit all the amounts under these presents by the Purchaser/s within the time stipulated hereto, the Owners-Vendors and Developer herein shall be entitled to exercise all or any of the Rights on the Purchaser’s/s’ default. 11.3 The Rights of the Owners-Vendors and or the Developer to take steps on the Purchaser’s/s’ default are independent of each other and not alternative to each other and more than one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as said rights may be agreed upon and upon simultaneously exercised and/or enforced by the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24Owners-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, Vendors and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability Developer herein regarding any default on the part of the Purchaser/s herein. 11.4 If the Purchaser/s fails to fulfill his/her/their obligations under this agreement, the Owners-Vendors and the Developer herein shall have exclusive liberty to cancel this Agreement upon a prior 15 (fifteen) days notice to the Purchaser/s and shall be entitled to forfeit 5% of the total agreed consideration of the subject Flat/unit and refund the balance without paying any noninterest to the purchaser/s within 3 (three) months from the date of such cancellation and the Owners-defaulting Underwriter. No action taken pursuant Vendors and the Developer in that event immediate after such cancellation shall have full liberty to this Section 7 shall relieve any defaulting Underwriter from liability enter into a fresh booking and or agreement in respect of the subject unit with any intending purchaser or purchasers at its defaultown choice and discretion after intimating to the Purchaser/s of such matter of cancellation and the Purchaser/s herein hereby agreed with and consent to the same. The Notice served by the Owners-Vendors or the Developer to the Purchaser/s either by hand delivery or by Speed Post in this respect shall be treated as the Owners-Vendors’ as well the Developer’s obligation in this regard is fulfilled. 11.5 In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase default by Owners-Vendors and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used Developer herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Purchaser/s herein shall be entitled to claim specific performance.

Default. (a) If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement any Shareholder (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, a "Defaulting Party") fails to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, payment with respect to or to perform any Option Securities Settlement Date, the obligation Outstanding Obligation or any share issuance approved pursuant to Section 3.08(b) and to which such Shareholder has agreed to subscribe pursuant to Section 5.04(b) within ten (10) Business Days of the Underwriters to purchasedate due (the "Due Date"), and the Company to sell, the Option Securities to be purchased and sold interest shall accrue on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, unpaid amount or, in the case of America Movil's Outstanding Obligation to contribute the Techtel Amount (as defined in the Amended and Restated Joint Venture Agreement) to the Company pursuant to Section 2.03(c) of the Amended and Restated Joint Venture Agreement, on the value attributed to such obligation (the "Default Amount") at a rate per annum of 200%, or, if lower, the maximum rate permitted by applicable law (the "Default Rate") from the Due Date until the date paid in full together with all interest accrued thereon (based on the actual number of days elapsed over a 360-day year). (b) Any Shareholder (an Option Securities Settlement Date"Advancing Party") may upon written notice to the other Shareholders and the Company, which does not result advance all or a portion of the Default Amount in lieu of the Defaulting Party. If more than one Shareholder provides such a termination notice, such Shareholders shall have the right to fund their pro rata portion of the Default Amount, based on the percentage of Outstanding Shares held by such Shareholders, or such other portion as may be agreed by such Shareholders. In the event that any Shareholder advances all or a portion of the Default Amount in lieu of a Defaulting Party, the obligation of the Underwriters Defaulting Party to purchase and make payment to the Company of the Default Amount, together with accrued interest, shall be deemed assigned to sell the relevant Option SecuritiesAdvancing Party or Parties in proportion to the percentage of the Default Amount advanced by such Advancing Party. (c) In the event that the Defaulting Party has not made payment in full of the Default Amount, together with all accrued interest, or performed its Outstanding Obligations and paid all accrued interest owed thereunder, to the Company or the Advancing Parties, as appropriate, within one hundred eighty (180) days after the Due Date, the Company shall issue new Shares to the Advancing Parties and, in the case of a default by a Defaulting Shareholder under its Promissory Note or, if applicable, its Special Notes, purchase, for a total amount of $1.00, an equal number of Shares previously issued to the Defaulting Party in amounts sufficient to dilute the Equity Interests of the Defaulting Party in the Company, and reflecting (i) any advances made by Advancing Parties, (ii) amounts paid by other Shareholders pursuant to the Outstanding Obligations or share issuance, as the case may be, either (iii) all interest accrued on the Representative Default Amount pursuant to Section 5.13(a), (iv) the fair market value of the Company at the Due Date, as determined in accordance with clause (d) below, and (v) Equity Interests, if any, issued to the other Shareholders at the time of such payment. All Shareholders will be deemed to have consented to such issuance of Shares. For the purpose of effecting a purchase of Shares in accordance with this Section 5.13(c), each Shareholder hereby irrevocably appoints the Company to be its attorney, and in its name and on its behalf to do all acts and things, execute any document or complete any transfer that the Company may require in order to complete such purchase, and each Shareholder hereby agrees to ratify and confirm any act of the Company in connection therewith. Notwithstanding any such issuance of Shares, all interest accrued on the Default Amount pursuant to Section 5.13(a) at the time of such issuance (the "Default Interest Amount") shall be deemed due and owing by the Defaulting Shareholder to the Company and interest shall accrue on the Default Interest Amount at the Default Rate until the Default Interest Amount, together with all interest accrued thereon, is paid in full. (d) For purposes of the preceding clause (c), the fair market value of the Company shall have be determined in accordance with the right following procedure. Within ten (10) Business Days following the 180-day period referred to postpone in clause (c) above, the Time Defaulting Party shall select one of Purchase the investment banks listed in Schedule 5.13, and the Company shall select one of the investment banks listed in Schedule 5.13. In the event that none of the investment banks listed in Schedule 5.13 accepts an engagement from the Defaulting Party or the relevant Option Securities Settlement DateCompany, as the case may be (through no fault of the Defaulting Party or the Company, as the case may be) and there are no other investment banks listed in Schedule 5.13 from whom such party may choose and which are prepared to accept selection or referral, as the case may be, the Defaulting Party or the Company, as the case may be, shall choose an investment banking firm of international standing in the United States which does not, and whose directors, officers, employees or Affiliates do not, have a direct or indirect material financial interest for a period not exceeding seven its proprietary account in the Defaulting Party or the Company, as the case may be, or any of their respective Affiliates. Within thirty (730) days of its acceptance of such selection, each selected investment bank shall determine independently the fair market value of the Company and provide such valuation in order writing to effect any required changes in each of the Registration StatementShareholders and the Company. If the difference between such two valuations is twenty percent (20%) or less, the Disclosure Package or fair market value of the Prospectus or Company shall be deemed to be the average of such two valuations. If the difference between such two valuations is greater than twenty percent (20%), and if the Defaulting Party and the Company are otherwise unable to agree which valuation is correct, within 270 days after the Default Date the matter shall be referred by the Company to the Company's accountants, which accountants shall select one of the two valuations as being closest to the fair market value of the Company as of the Default Date. Such accountants shall make such selection within thirty (30) days after such referral. The decision of such accountants shall be final, conclusive and binding on all parties, and shall not be subject to arbitration pursuant to Section 6.15. All costs incurred by the non-defaulting Shareholders and the Company in any other documents or arrangements. As used herein, connection with obtaining the term “Underwriter” includes any person substituted for an Underwriter under this Section 7valuations referred to above shall be borne by the Defaulting Party.

Default. (a) In the event that Autotote shall default in the performance of any provision of this Agreement on its part to be performed (except a breach by Autotote of the provisions of Section 7 and Section 2 of Exhibit G hereof as to which the provisions of said paragraphs shall apply) and such default shall not be cured within a period of twenty (20) days after written notice shall have been received by Autotote specifying such default, then Owner may terminate this Agreement by delivering to Autotote written notice of such termination; and in the event of any such termination Autotote, at its expense, shall remove its personnel, materials and equipment from the Facility. (b) In the event that Owner shall default in the performance of any provisions of this Agreement on its part to be performed (except a breach by Owner of the provisions of Section 3 of Exhibit G hereof as to which the provisions of said paragraphs shall apply) and such default shall not be cured within a period of twenty (20) days after notice shall have been given by Autotote to Owner specifying such default, then Autotote may terminate this Agreement by delivering to Owner written notice of such termination; and in the event of any such termination Autotote shall remove its personnel, materials and equipment from the Facility, and the cost of such removal shall be paid for by Owner. (c) If one or more Underwriters shall fail at any of the Time said sums of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase money due Autotote under this Agreement are not promptly and fully paid when the same individually or severally become due and payable and after written notice from Autotote and the expiration of Owner's twenty (20) day period, or if (except if Owner continues to pay under the “Defaulted Securities”)terms of this Agreement) Owner becomes insolvent, ceases to do business as a going concern, a petition in bankruptcy or for arrangement or reorganization be filed by or against Owner, the materials or equipment provided by Autotote be attached at no fault of Autotote, or a receiver be appointed for Owner, and as a result thereof Autotote elects to terminate this Agreement pursuant to Section 13 (b) then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more aggregate sum of the non-defaulting Underwriters or any other underwriters minimum annual amount specified in Section 3 of Exhibit F remaining to purchase all, but not less than all, be paid for the first two (2) years of the Defaulted Securities term of this Agreement up to a maximum of Two Hundred Thousand dollars ($200,000) as liquidated damages, shall become due and payable forthwith, or thereafter at the option of Autotote, as fully and completely as if the said amounts were originally stipulated as due prior to such time, anything in such amounts this Agreement herein to the contrary notwithstanding. The sum of Two Hundred Thousand dollars ($200,000) in liquidated damages as aforementioned shall be reduced by $8,333.33 for each month, up to a total of twenty four (24) months, Owner has conducted racing and used the System. In any of said events Autotote is authorized and empowered to enter the premises of Owner or other place where Autotote's materials and equipment may be agreed upon and upon resume possession of the terms same without notice or demand or without legal process, such notice and demand being expressly waived, and Autotote may at its option, by suit or otherwise, enforce payment of all due obligations, plus interest and reasonable attorney's fees, and no suit or legal proceedings with respect thereto shall be deemed any waiver of said rights of Autotote to exercise possession of said property as herein set forth; provided. (d) Notwithstanding anything to the contrary contained in this Agreement, however, that if such arrangements shall not have been completed within such 24-hour period, then: the Totalisator System (i) if the number of Defaulted Securities does not exceed 10% function so as to comply with provisions of the number of Securities to be so purchased by all Texas Racing Act and rules and regulations of the Underwriters on such dateTexas Racing Commission, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or or (ii) if does not provide the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on services and functions required for satisfactory operations for a Class "1" racing facility, then in such date, event Owner may terminate this Agreement orwithin twenty (20) days after written notice is delivered to Autotote and Autotote has failed to cure such default. However, with respect once notice has been given as to any Option Securities Settlement Datea particular default under this paragraph, no notice will be required for a similar default in the obligation of the Underwriters to purchasefuture, and the Company Owner will be entitled to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultfurther notice. In the event of any such default which does not result in a termination, Autotote, at its expense, shall remove its personnel, materials and equipment from the Facility. Notwithstanding the above, no termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall occur hereunder unless Autotote shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven been given twenty (720) days in order to effect any required changes a cure as provided for in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7section 13 (a).

Default. If one or more of the Underwriters shall fail at on the Time of Purchase or an Option Securities Settlement Closing Date to purchase the Securities Bonds which it or they are obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”Bonds"), then the Representative remaining Underwriters (the "Non-Defaulting Underwriters") shall have the right, within 24 hours thereafterafter such date, to make arrangements for one of or more of the nonNon-defaulting Underwriters Defaulting Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities Bonds in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such 24 hours such arrangements shall not have been completed within such 24-hour periodfor the purchase of all of the Defaulted Bonds, then: (ia) if If the number principal amount of the Defaulted Securities Bonds does not exceed 10% of the number of Securities to be so purchased by all principal amount of the Underwriters on such dateBonds, the nonNon-defaulting Defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof total number of such Defaulted Bonds in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-defaulting Non- Defaulting Underwriters; or. (iib) if If the number principal amount of the Defaulted Securities Bonds exceeds 10% of the number of Securities to be so purchased by all principal amount of the Underwriters on such dateBonds, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without any liability on the part of the Company or any nonNon-defaulting Defaulting Underwriter. No Nothing in this Section 10 and no action taken pursuant to this Section 7 10 shall relieve any defaulting Underwriter party from liability in respect of its default. In the event of any such a default by one or more Underwriters as set forth in this Section 10 which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative Non-Defaulting Underwriters or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, Closing Date for a period of not exceeding seven (7) 7 days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If any one or more Underwriters shall fail at the Closing Time of Purchase or an Option Securities Settlement Date to purchase and pay for any of the Securities which it Offered Certificates agreed to be purchased by such Underwriter or they are obligated Underwriters pursuant to this Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the “Defaulted Securities”)respective proportions which the aggregate principal amount of Offered Certificates specified to be purchased by them in Schedule I bears to the aggregate principal amount of Offered Certificates to be purchased by all the remaining Underwriters) the Offered Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, then however, that in the Representative event that the aggregate principal amount of Offered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Offered Certificates to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right, but not the obligation within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon Offered Certificates, and upon the terms herein set forth; provided, however, that if such nondefaulting Underwriters do not complete such arrangements shall not have been completed within such 24-24 hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, then this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall will terminate without liability on to any nondefaulting Underwriters or the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of any such termination, the provisions of Sections 5, 6 and 8 shall remain in effect. In the event of a default which by any Underwriter as set forth in this Section 7 that does not result in a termination of this Agreement, orthe Closing Time shall be postponed for such period, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securitiesexceeding seven days, as the case may be, either the Representative nondefaulting Underwriters or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days determine in order to effect any that the required changes in the Registration Statement, the Disclosure Package or Statement and the Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and to any person substituted nondefaulting Underwriters for an Underwriter under this Section 7damages occasioned by its default hereunder.

Default. If one or more Underwriters shall fail at Pledgor (a) defaults in the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more payment of the non-defaulting Underwriters ------- principal under either of the Notes when either of them becomes due (whether upon demand, acceleration or otherwise) or any other underwriters event of default under either of the Notes or this Agreement occurs (including, without limitation, the bankruptcy or insolvency of Pledgor) or (b) defaults in the payment of interest or any other amount related to purchase alleither of the Notes, but the Company may (following five (5) days notice to Executive, during which the default is not cured) exercise any and all the rights, powers and remedies of any owner of the Pledged Interests (including the right to vote the Pledged Interests and receive any distributions with respect to such Pledged Interests) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Delaware or otherwise available to the Company under applicable law. Without limiting the foregoing, after the occurrence of and during the continuance of a default, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Collateral at any private sale or public auction, on not less than allten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Defaulted Securities Pledged Interests offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Notes and other amounts related thereto (including costs, attorneys' fees associated with enforcement hereof); provided that after -------- payment in such amounts as may full of the indebtedness evidenced by both of the Notes, the balance of the proceeds of sale then remaining shall be agreed upon paid to Pledgor and upon Pledgor shall be entitled to the terms herein set forth; provided, however, that if such arrangements return of any of the Pledged Interests remaining in the hands of the Company. Pledgor shall not have been completed within such 24-hour period, then: be liable for any deficiency (ito the extent liable therefor under the Notes) if the number remaining proceeds are insufficient to pay the indebtedness under the Notes in full, including the fees of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased any attorneys employed by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on collect such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7deficiency.

Default. If one or more Underwriters Unless otherwise agreed in writing by the parties, terms for payment shall be stipulated in the Contract Confirmation. In the event Buyer shall fail to pay in accordance with these Terms, Seller may, at its option (1) terminate the Time Contract forthwith and without notice, without prejudice to any claim for damages for breach of Purchase contract, (2) suspend deliveries until all indebtedness is paid in full, or an Option Securities Settlement Date (3) convert the terms for payment to purchase the Securities which it or they are obligated a cash delivery basis. No cash discount will be allowed unless specified otherwise in writing by Seller. Seller shall be entitled to purchase interest on past due accounts/amounts due as set out below. Should Buyer default in payment under this Agreement Contract, Seller where permitted by law, shall be entitled to recover from Buyer all court/arbitration costs and lawyer’s and attorney’s fees and expenses incurred by Seller incident to or in connection with such default and proceedings, and proceedings intended to obtain security for Seller’s claim and interest on past due amounts at 2.0% per month or the highest 2.0% per month. Where payment is agreed to be by letter of credit to be opened by or on behalf of Buyer in favour of Seller (the “Defaulted SecuritiesLetter of Credit”), then such Letter of Credit shall be opened and confirmed to Seller by a bank and in a form acceptable to Seller on the Representative date specified by the Contract Confirmation or agreed in writing by the parties and time for performance thereof shall have be of the rightessence. Should the Letter of Credit not be opened and/or confirmed on time, within 24 hours thereafterSeller shall forthwith become entitled, but not obliged, to make arrangements terminate the Contract without prejudice to its right to claim damages for one of or more of the Buyer non-defaulting Underwriters performance and such entitlement to terminate the Contract shall not be lost, surrendered or affected in anyway by any passage of time, delay, or any other underwriters act or omission of Seller including, without limitation, by affirmation or waiver, before Seller exercises such entitlement, which entitlement shall persist and continue in favour of Seller until the Contract is performed in full by Buyer. Seller may, from time to purchase alltime, but not less than allrequire and impose upon Buyer different terms of payment from those referred to in the above paragraph whenever it appears to Seller, in its sole discretion, that Buyer’s financial condition requires, or might require different terms of payment. Further, Seller may require financial assurance or guarantee (“Assurance”) of Buyer’s ability to pay whenever Seller, in its sole discretion, determines that such ability is in doubt or might be in doubt. Any such Assurance shall be in the form and for the amount stipulated by Seller in its sole discretion. Such Assurance may, at the option of Seller, include, without limitation any of the Defaulted Securities following or any combination of the following: (1) the required opening of a letter of credit as security for payment and performance (in a format provided by the Seller and issued by a commercial Bank acceptable to Seller); (2) cash prepayments; and/or (3) a corporate guarantee. Any such demand may be in writing or oral and Seller may, upon the making of such demand, suspend shipments hereunder until written acceptance of differing payment terms or receipt of Assurance of financial ability in a form acceptable to Seller, whichever has been requested, has been received by Seller to its satisfaction. If within the period stated in such amounts demand Buyer fails or refuses to agree to such different terms of payment or fails or refuses to give adequate Assurance of ability to pay to Seller’s satisfaction, Seller may, at its option, treat such failure or refusal as a repudiation of the portion of this Contract which has not been fully performed and Seller shall then be discharged from its obligations concerning such portion. Buyer waives any entitlement to a written notice of any such demand or of any suspension or cancellation hereof. Failure of Buyer to accept delivery and/or make payment for the goods shipped hereunder in accordance with these Terms shall constitute a breach of the whole Contract, permitting Seller to suspend all deliveries until such breach is cured or to cancel this Contract forthwith. Any such Suspension or Cancellation may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements notified in writing or orally. Seller’s election to suspend deliveries shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally preclude it from subsequently cancelling this Contract and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultclaiming damages. In the event of a default in any such default which does not result in a termination payment due from Buyer or any company associated or affiliated with Buyer to Seller or any company associated with Seller among the associated or affiliated companies of this Agreementeither, or, in the case event any such companies associated or affiliated with Buyer become insolvent or enter into an arrangement with its creditors, Seller 1/3 BULK TRADING S.A. | GENERAL SALE AND CONDITION TERMS 2020 - PETCOKE may, at its option and without limitation withhold any payments due to Buyer or its associates or affiliates under this or any other agreement including in respect of an Option Securities Settlement Date, which does not result any deliveries due to Seller or its associates or affiliates under this or any other contract and set-off such amount against payment due from Buyer. The foregoing specific rights shall be cumulative and alternative and shall be in a termination addition to any of the obligation of the Underwriters rights, including but not limited to purchase and the Company damages or specific performance to sell the relevant Option Securities, as the case which Seller may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7be entitled.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for 15.1 Any one of or more the following events is the default of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, thenClient: (i) if the number Client has breached any material term of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; orThis Agreement with SINO or its Affiliates; (ii) if any representation, warranty or undertaking to SINO was when given or hereafter becomes incorrect in any material respect; (iii) for compliance with any rules or regulations of any relevant exchange or clearing house; (iv) in the number of Defaulted Securities exceeds 10% event of the number Client’s death or being declared incompetent (v) the filing of Securities to be so purchased by all a petition in bankruptcy, winding up or the commencement of other analogous proceedings against the Client; (vi) any warranty or order of attachment or distress or equivalent order is issued against any of the Underwriters on such date, this Agreement or, Client’s accounts with respect to any Option Securities Settlement Date, SINO or its Affiliates; 15.2 Upon the obligation occurrence of the Underwriters default of Client, SINO shall be entitled to: (i) all amounts owning by the Client to purchase, SINO or its Affiliates together with interest will become immediately due and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate payable without liability on the any notice or demand. (ii) sell or realize all or any part of the Client’s property held by SINO or its Affiliates upon the terms as SINO may conclusively decide. Following the deduction of fees, expenses and costs, it satisfies the Client’s obligations and indebtedness towards SINO or its Affiliates out of the net proceeds. (iii) cancel any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve open orders for the purchase or sale of securities and related rights, borrow or buy any defaulting Underwriter from liability Securities required for delivery in respect of any sale effected for the Client; (iv) exercise any of its default. rights under This Agreement or terminate all or any part of This Agreement; (v) immediately close the Account; 15.3 In the event of any such sale pursuant by the default which does not result of Client, SINO shall be entitled to keep for itself or sell or dispose of the Securities or any part thereof at the available market price at its discretion without being in any way responsible for loss occasioned thereby howsoever arising and without being accountable for any profit made. 15.4 the Client agrees to pay to SINO any deficiency if the net proceeds of sale shall be insufficient to cover all the outstanding balances owing by the Client to SINO. 15.5 In the event of a termination of this Agreement, or, default committed by SINO resulting in the case of an Option Securities Settlement DateClient suffering pecuniary loss, which does not result in the Client shall have a termination right to claim under the Investor Compensation Fund established under the SFO, subject to the terms of the obligation of the Underwriters Investor Compensation Fund from time to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7time.

Default. If one a. any Purchase Order(s) and these Purchase Terms and Conditions shall terminate automatically, without necessity of notice, in the event that Buyer makes an assignment for the benefit of creditors, is adjudicated a bankrupt or more Underwriters shall fail at in the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more event of the non-defaulting Underwriters filing of any voluntary or involuntary petition in bankruptcy against Buyer or the appointment of a receiver for Buyer or any other underwriters substantial part of its properties. b. except as otherwise specifically provided herein, if Buyer fails to purchase allperform in accordance with any of these Purchase Terms and Conditions, but not less than allMFT may, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: at its option: (i) if defer its performance under these Purchase Terms and Conditions until the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased default is cured by all of the Underwriters on such dateBuyer, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any treat such default which does as a breach of these Purchase Terms and Conditions and, if such default is not result in a termination cured within thirty (30) days after the giving of this Agreement, notice thereof to Buyer (or, in the case of default in payment of monies, within ten (10) business days), may immediately terminate the affected Purchase Order(s) and these Purchase Terms and Conditions upon notice to Buyer. c. In the event that these Purchase Terms and Conditions contemplate an Option Securities Settlement Dateon-going supplier /purchaser relationship between the Parties involving the performance of obligations over a definite period of time pursuant to a written supply arrangement then, which does except as otherwise specifically provided herein, if MFT fails to perform in accordance with any of these Purchase Terms and Conditions, Buyer may, at its option: (i) defer its performance under these Purchase Terms and Conditions until the default is cured by MFT, or (ii) treat such default as a breach of these Purchase Terms and Conditions and, if such default is not result cured within thirty (30) days after the giving of notice thereof to MFT (or, in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case of default in payment of monies, within ten (10) business days), may be, immediately terminate the affected Purchase Order(s) and these Purchase Terms and Conditions upon notice to MFT. d. Termination of this Agreement for any reason shall be without prejudice to any accrued right or action of either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7party.

Default. If one or more Underwriters shall fail at 11.1 The punctual payment of instalments is the Time essence of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement and without prejudice to any other rights or remedies the Seller may have, if the Purchaser fails to pay to the Seller any payments within thirty (30) calendar days after the due date as set out in Schedule 4, or if the Purchaser is in default of any obligation herein, the Purchaser acknowledges and agrees that the Seller shall, in its absolute discretion, be entitled to terminate this Agreement and Clauses 11.4 to 11.6 shall apply after giving 30-day prior notice in writing to the Purchaser to remedy the situation. 11.2 Notwithstanding Clause 11.1, any delays in payments made by the Purchaser shall entitle the Seller to an extension to the Anticipated Hand-Over Date proportionate to the period of delay in making payments. 11.3 Subject to Clauses 5.1 and 12, if the Purchaser has fulfilled all of its obligations arising out of and in connection with this Agreement, and the Seller is unable to hand over the property as agreed under Clause 5.4, the Seller shall pay to the Purchaser the sum of BD 500 for each complete calendar month from the thirty-first month subject to a maximum payment of BD 3,000. 11.4 In the event that the Seller terminates this Agreement for reasons of non-compliance by the Purchaser in accordance with clause 11.1, the Seller may re-sell otherwise dispose of the Property held as security in accordance with clause 4.3 to another purchaser at a fair market price for the Property at that time (the “Defaulted SecuritiesRe-Sale Price”), then and without further notice being provided to the Representative shall have Purchaser. The Seller will not be responsible for selling the right, within 24 hours thereafter, to make arrangements for one of or more Property as the sale of the non-defaulting Underwriters or any other underwriters to purchase all, Property is a right of the Seller but not less than all, of an obligation. 11.5 The Purchaser acknowledges and agrees that the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company Seller shall have the right to postpone receive or collect all charges resulted from the Time of Purchase default set out in Clause 11.4, and that if the Re-Sale Price is greater than the Istisna'a and Sale Price, then the Seller may directly deduct its administrative and other charges and notify the former Purchaser accordingly. However, if the Seller is unable to sell the property or has sold the relevant Option Securities Settlement Dateproperty at market price but the sales price obtained is less than the amount covering the Seller's costs associated with such default, as then the case Seller may beclaim the amount from the former Purchaser through notice in writing, for a period not exceeding seven and the former Purchaser shall agree to pay such costs within thirty (730) days in order days. 11.6 With reference to effect any required changes in the Registration StatementClause 11.5, the Disclosure Package or Seller may not object for the Prospectus or in any other documents or arrangementsPurchaser to have a joint right with the Seller to welling the property. As used hereinWhere possible, and the term “Underwriter” includes any person substituted for an Underwriter under this Section 7Seller may not such joint right without convincing justification.

Default. If one or more of the Underwriters shall fail at the ------- applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Offered Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours the Representatives shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate initial public offering price of the Defaulted Securities does not exceed 10% of the number aggregate initial public offering price of the Offered Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations under the applicable Terms Agreement (including this Agreement as incorporated by reference therein) bear to the purchase underwriting obligations of all such non-defaulting Underwriters; or (iib) if the number aggregate initial public offering price of the Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate initial public offering price of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Offered Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, such Terms Agreement (including this Agreement as incorporated by reference therein) shall terminate terminate, without any liability on the part of any non-non- defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under the applicable Terms Agreement or this Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative Representatives or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Prospectus or the applicable Prospectus Supplement, or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date Borrower fails to purchase repay the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more principal and accrued interests of the non-defaulting Underwriters Loans or commits any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts default events as may be agreed upon and upon specified under the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such dateLoan Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company Lenders shall have the right to postpone declare the Time Loans, the interests due, and any amounts to be paid under the Loan Agreement to be immediately payable or exercise all or any of Purchase the rights or compensation under the Loan Agreement. Conditions precedent The first drawing of the Loans under the Loan Agreement is subject to, among others, the following conditions: (1) the Borrower having entered into the Pledge Agreement with the Lenders, the Lead Bank and the Agent Bank, pursuant to which the Borrower agrees to pledge the Pledged Property in favour of the Lenders as collateral for the Loans and the registration of the pledge having been completed; (2) the Company having entered into the Guarantee Agreement with the Lenders, the Lead Bank and the Agent Bank in favour of the Lenders, pursuant to which the Company agrees to guarantee the repayment obligations of the Borrower under the Loan Agreement; (3) each of the Borrower and the Company having obtained their respective internal approvals for the Loan Agreement, the Pledge Agreement and the Guarantee Agreement; (4) the Company having obtained the approval of the Independent Shareholders with respect to the Loan Agreement and the transactions contemplated thereunder by way of ordinary resolution in general meeting in accordance with the Listing Rules, the memorandum and articles of association of the Company and applicable laws; (5) the Borrower having provided all documents as required by the Lenders, including without limitation, the Certificate of Incorporation, the Memorandum and Articles of Association, the identification documents of legal representatives, the Capital Contribution Verification Report, the relevant Option Securities Settlement Dateboard resolutions and/ or shareholders resolutions approving, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statementamong others, the Disclosure Package or entering into of the Prospectus or in Loan Agreement and the transactions contemplated hereunder, the latest annual report and any other documents or arrangementsrequested by the Lenders; and (6) the project capital of the Project having been raised in accordance with the capital ratio of the applicable laws and regulations. As used hereinSecurity Pursuant to the Loan Agreement, the term Borrower agrees to enter into the Pledge Agreement and the Company agrees to enter into the Guarantee Agreement in favour of the Lenders as security for the Loans. Pursuant to the Loan Agreement, the Borrower further agrees that upon completion of the construction work of the Project and after obtaining the ownership certificate(s) of the properties constructed (the “UnderwriterConstructed Properties”), it will (i) withdraw the pledge of the land on which the Constructed Properties are located under the Pledge Agreement; and (ii) pledge the Constructed Properties as security to the Agent Bank (for and on behalf of all the Lenders) within 3 months upon such withdrawal. The Borrower shall complete the necessary procedures for the pledge of the Constructed Properties by the end of 2023. Please refer to the paragraphs headed “The Pledge Agreement” includes any person substituted and “The Guarantee Agreement” below for an Underwriter under this Section 7details.

Default. If one or more Underwriters of you named in a Terms Agreement shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities Notes which it or they you are obligated to purchase under this Agreement thereunder (the “Defaulted Securities”"Unpurchased Notes"), then the Representative you shall have the right, within 24 36 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters such of you as have not defaulted, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities Unpurchased Notes in such amounts as may be agreed upon and upon the terms set forth herein set forth; providedand in the applicable Terms Agreement. If, however, that if during such arrangements 36 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Unpurchased Notes, then: (i) a. if the number aggregate principal amount of Defaulted Securities Unpurchased Notes does not exceed 10% of the number aggregate principal amount of Securities the Notes to be so purchased by all pursuant to such Terms Agreement, such of the Underwriters on you named in such date, the non-defaulting Underwriters Terms Agreement who have not defaulted shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their your respective initial purchase obligation bears underwriting obligations under such Terms Agreement bear to the purchase underwriting obligations of all non-defaulting Underwriters; of you named in such Terms Agreement, or (ii) b. if the number aggregate principal amount of Defaulted Securities Unpurchased Notes exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities Notes to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, such Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriterof you who have not defaulted or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter of you who have defaulted from liability in respect of its defaultany default of such of you who have defaulted under this Agreement and the applicable Terms Agreement. In the event of a default by any such default which does not result of you as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-non- defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-non- defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default. (a) The Buyer may, by written notice of default to the Seller, terminate the whole or any part of this Subcontract in any one of the following circumstances: (i) if Seller fails to make progress in the work so as to endanger performance or (ii) if Seller fails to perform any of the other provisions of this Subcontract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; or (iii) Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due. (b) If one this Subcontract is so terminated, Seller shall submit a final termination settlement proposal to the Buyer. The Seller shall submit the proposal promptly but no later than six (6) months from the effective date of the termination. If Seller fails to submit the proposal within the time allowed, the Buyer may determine the amount, if any, due the Seller because of the termination. The amount will be determined in accordance with FAR Clause 52.249-6 in effect on the date of the prime contract. (c) Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by Buyer at or more Underwriters after termination such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as Seller has produced or acquired for the performance of the terminated part of this Subcontract, and Buyer will pay Seller the contract price for complete articles delivered to and accepted by Buyer and the fair value of the other property of Seller so requested and delivered. (d) Seller shall fail at continue performance of this Subcontract to the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representative extent not terminated. Buyer shall have no obligations to Seller with respect to the rightterminated part of this Subcontract except as herein provided. In case of Seller’s default, within 24 hours thereafter, Buyer’s rights as set forth herein shall be in addition to make arrangements Buyer’s other rights although not set forth in this Subcontract. (e) Seller shall not be liable for one of damages resulting from default due to causes beyond the Seller’s control and without Seller’s fault or more of the nonnegligence in accordance with FAR Clause 52.249-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; 14 “Excusable Delays” provided, however, that if Seller’s default is caused by the default of a subcontractor or supplier, such arrangements shall not have been completed within such 24-hour perioddefault must arise out of causes beyond the control of both Seller and subcontractor or supplier, then: (i) if and without the number fault or negligence of Defaulted Securities does not exceed 10% either of them and, provided further, the number of Securities supplies or services to be so purchased furnished by all of the Underwriters on such date, the non-defaulting Underwriters shall be obligated, severally and subcontractor or supplier were not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter obtainable from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7sources.

Default. (a) If one Assignee shall be unable to perform or more Underwriters shall fail at default in the Time performance of Purchase or an Option Securities Settlement Date to purchase any of its obligations under this Agreement, (i) in the Securities which it or they are obligated to purchase event any payment due under this Agreement remains unpaid subsequent to the due date thereof, upon one hundred twenty (120) days’ written notice to Assignee, at the request of Assignor, IPA may cause the delivery of capacity and energy to Assignee and the use of the other Project facilities by Assignee under this Agreement to be discontinued during the period of such default, without reduction of the obligation of Assignee to make payments under this Agreement, and (ii) Assignor may (A) bring any suit, action or proceeding at law or in equity as may be necessary or appropriate to enforce (b) Assignor shall have a period to cure any inability to perform or default in performance by Assignee under this Agreement with respect to any payment due under this Agreement that remains unpaid subsequent to the due date thereof (such inability or failure being a “Defaulted SecuritiesPayment Default”), then which period shall commence on the Representative date that IPA provides written notice to Assignor of such nonpayment (which notice requirement may be satisfied by providing written notice with respect to nonpayment by Assignor under the Contract provided pursuant to Section 17.1(a) of the Contract) and which shall end one hundred twenty (120) days following the date of such written notice. (c) To the extent permitted under the Bond Resolution in effect at the time of any inability to perform or default in performance by Assignee under this Agreement other than a Payment Default, Assignor shall have a period to cure any such inability or failure, which period shall commence on the right, within 24 hours thereafter, date that IPA provides written notice to make arrangements for one Assignor of or more such nonperformance and which shall end at the earlier of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on latest date permitted under such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; orBond Resolution and (ii) if the number 120 days following such written notice of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7nonperformance.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representative you shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters nondefaulting Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the applicable Terms Agreement. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may beSection, either the Representative you or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. If one or more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date underwriters default in their obligations to purchase Securities hereunder and the aggregate number of such Securities which it that such defaulting underwriter or they are obligated underwriters agreed but failed to purchase under this Agreement (is ten percent or less of the “Defaulted Securities”)aggregate number of Securities to be purchased by all of the underwriters at such time hereunder, then the Representative shall have other underwriters, as the rightcase may be, within 24 hours thereafter, to may make arrangements satisfactory to the Representative, as the case may be, for the purchase of such Securities by other persons (who may include one of or more of the non-defaulting Underwriters underwriters, including the Representative), but if no such arrangements are made by the Closing Date or any Option Closing Date, as the case may be, the other underwriters shall be obligated severally in proportion to their respective commitments hereunder to purchase all, the Securities that such defaulting underwriter or underwriters agreed but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the failed to purchase. If one or more underwriters so default with respect to an aggregate number of Securities that is more than ten percent of the aggregate number of Securities, as the case may be, to be so purchased by all of the Underwriters on underwriters at such datetime hereunder, and if arrangements satisfactory to the Representative or Representative are not made within 36 hours after such default for the purchase by other persons (who may include one or more of the non-defaulting Underwriters shall be obligatedunderwriters, severally and not jointly, to purchase including the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or (iiRepresentative) if the number of Defaulted Securities exceeds 10% of the number of Securities with respect to be so purchased by all of the Underwriters on which such datedefault occurs, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall will terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultunderwriter or the Company, except as provided herein. In the event of any such default which does not result by one or more underwriters as described in a termination of this AgreementSection 9, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or Closing Date on the relevant Option Securities Settlement Date, as the case may be, Closing Date for a period not exceeding more than seven (7) business days in order to effect that any required necessary changes may be made in the Registration Statement, arrangements or documents for the Disclosure Package or purchase and delivery of the Prospectus or in any other documents or arrangementsSecurities. As used hereinin this Section 12, the term “"underwriter" includes any Underwriter” includes , any co-underwriter, selected dealer or syndicate member, and any person substituted for an Underwriter underwriter under this Section 7Section, unless otherwise specified. Nothing herein shall relieve any defaulting underwriter from liability for its default.

Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they are obligated to purchase hereunder and under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representative such of you as are named therein shall have the right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters Underwriters, or any other underwriters underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided. If, however, that if during such arrangements 24 hours you shall not have been completed within such 24-hour periodarrangements for the purchase of all of the Defaulted Securities, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be so purchased by all of the Underwriters on pursuant to such dateTerms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears underwriting obligations hereunder bear to the purchase underwriting obligations of all non-such non- defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all aggregate principal amount of the Underwriters on such date, this Agreement or, with respect to any Option Securities Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on pursuant to such Option Securities Settlement Date Terms Agreement, the applicable Terms Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its defaultany default of such Underwriter under this Agreement and the applicable Terms Agreement. In the event of a default by any such default Underwriter or Underwriters as set forth in this Section which does not result in a termination of this Agreement, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative you or the Company shall have the right to postpone the applicable Closing Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect that any required changes in the Registration Statement, the Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7arrangements may be effected.

Default. (a) If one or more Underwriters any Purchaser shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Purchased Securities which it or they are obligated has agreed to purchase under this pursuant to an Underwriting Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for "Defaulting Purchasers" whether one of or more of the non-defaulting Underwriters or any other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: more) and: (i) the aggregate principal amount of the Purchased Securities which the Defaulting Purchasers agreed but failed to purchase is 10% or less of the aggregate principal amount of all of the Purchased Securities, the other Purchasers ("Non-Defaulting Purchasers" whether one or more) may make arrangements satisfactory to the Company and Texaco for the purchase of such Purchased Securities by other persons, including any of the Non-Defaulting Purchasers, but if no such arrangements are made by the number Closing Date, the Non-Defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Securities which the Defaulting Purchasers agreed but failed to purchase; provided that in no event shall the principal amount of Defaulted Purchased Securities does not exceed which any Non-Defaulting Purchaser has agreed to purchase hereunder be increased pursuant to this Section 6(a) by an amount in excess of one-ninth of such principal amount, without the written consent of the Non-Defaulting Purchaser; or (ii) the aggregate principal amount of the Purchased Securities which the Defaulting Purchasers agreed but failed to purchase is more than 10% of the number aggregate principal amount of Securities to be so purchased by all of the Underwriters on such datePurchased Securities and arrangements satisfactory to the Non-Defaulting Purchasers, the non-defaulting Underwriters shall be obligated, severally Company and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to Texaco for the purchase obligations of all nonsuch Purchased Securities are not made within thirty-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on six hours after such date, this Agreement or, with respect to any Option Securities Settlement Datedefault, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall Underwriting Agreement will terminate without liability on the part of any nonthe Non-defaulting Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementDefaulting Purchasers, or, in the case of an Option Securities Settlement Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangementsTexaco. As used hereinin this Section, the term “Underwriter” "Purchaser" includes any person substituted for an Underwriter a Purchaser under this Section 7Section. Nothing herein will relieve a Defaulting Purchaser from liability for its default.