Common use of Substitution of Underwriters Clause in Contracts

Substitution of Underwriters. If, on the Closing Date, any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each non-defaulting Underwriter will be required to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Securities set forth opposite the names of all the non- defaulting Underwriters in Schedule I hereto) the principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Securities if the total principal amount number of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount number of the NotesFirm Securities, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Securities set forth opposite its name in Schedule I heretohereto purchasable by it pursuant to the terms of Section 3 hereof. If the foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. If the non-non- defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representative do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e) 5 hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representative are obligated or agree to purchase the Notes Securities of a defaulting Underwriter, either the Representatives Representative or the Company may postpone the First Closing Date for up to seven five full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, Statement or the Disclosure Package or the Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Securities set forth opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Securities if the total principal amount number of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount number of the NotesFirm Securities, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Securities set forth opposite its name in Schedule I heretohereto purchasable by it pursuant to the terms of Section 4 hereof. If the foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representatives do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e) 5 hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 8 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes Securities of a defaulting Underwriter, either the Representatives or the Company may postpone the First Closing Date for up to seven five full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representatives' opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyCompany or any Guarantor, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and each of the Guarantors and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company and the Guarantors may effect any changes that may be necessary in the Registration Statement Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and each of the Company and the Guarantors agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (pro rata in proportion to the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount total number of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Securities if the total principal amount number of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount number of the NotesSecurities, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Securities set forth opposite its name in Schedule I heretohereto purchasable by it pursuant to the terms of Section 3.1; and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Securities which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will shall have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. In any such case, the Representative shall have the right to postpone the Closing determined as provided in Section 3.3.2 hereof for not more than seven Business Days after the date originally fixed as the Closing pursuant to said Section 3.3.2 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representative do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof 3.5 and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 6 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have to the Company or to the non-defaulting Underwriters for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessarydefault hereunder.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyCompany or any Guarantor, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and each of the Guarantors and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company and the Guarantors may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and each of the Company and the Guarantors agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will shall not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 6 hereof. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter pursuant to this Section 87. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, either you or the Representatives Company may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which in the your opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Securities set forth opposite the names of all the non- defaulting Underwriters in Schedule I hereto) the principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Securities if the total principal amount number of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount number of the NotesFirm Securities, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Securities set forth opposite its name in Schedule I heretohereto purchasable by it pursuant to the terms of Section 4 hereof. If the foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. If the non-non- defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representative do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e) 5 hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 8 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representative are obligated or agree to purchase the Notes Securities of a defaulting Underwriter, either the Representatives Representative or the Company may postpone the First Closing Date for up to seven five full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Securities set forth opposite the names of all the non- defaulting Underwriters in Schedule I hereto) the principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Securities if the total principal amount number of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount number of the NotesFirm Securities, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Securities set forth opposite its name in Schedule I heretohereto purchasable by it pursuant to the terms of Section 4 hereof. If the foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. If the non-non- defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representative do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e) 5 hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 8 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representative are obligated or agree to purchase the Notes Securities of a defaulting Underwriter, either the Representatives Representative or the Company may postpone the First Closing Date for up to seven five full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, Statement or the Disclosure Package or the Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Securities set forth opposite the names of all the non- defaulting Underwriters in Schedule I hereto) the principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Securities if the total principal amount number of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount number of the NotesSecurities to be purchased on such date, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Securities set forth opposite its name in Schedule I heretohereto purchasable by it pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. If the non-non- defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representative do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter Underwriters or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e(4)(o) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 6 hereof and Section 9 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representative are obligated or agree to purchase the Notes Securities of a defaulting Underwriter, either the Representatives Representative or the Company may postpone the Closing Date for up to seven five full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, Statement or the Disclosure Package or the Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, If on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter defaults or Underwriters shall default in its obligation or their obligations to purchase shares of Stock hereunder (otherwise than by reason of default on the principal amount part of the Notes which it has agreed Company), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 48 hours thereafter one or more of the other Underwriters, or any others, to purchase under this Agreement, each non-defaulting Underwriter will from the Company such amounts as may be required to purchase (in agreed upon and upon the respective proportions which the principal amount of the Notes terms set forth opposite herein, the name shares of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes Stock which the defaulting Underwriter agreed but or Underwriters failed to purchase; except that the non-defaulting Underwriters will . If during such 48 hours you, as such Representatives, shall not be obligated have procured such other Underwriters, or any others, to purchase any the shares of Stock agreed to be purchased by the Notes defaulting Underwriter or Underwriters, then (a) if the total principal amount aggregate number of the Notes shares which the such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% does not exceed ten percent (10%) of the total principal amount number of shares underwritten, the Notes, and any non-defaulting other Underwriters will not shall be obligated severally, in proportion to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligatedtheir respective commitments hereunder, to purchase (in the shares of Stock which such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase purchase, or (b) if the aggregate number of shares of Stock with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares underwritten, the Company or you, as the Representatives of the Underwriters, will have the right, by written notice given within 36 hours after such defaultthe next 48-hour period to the parties to this Agreement, to terminate this Agreement will terminate without liability on the part of the non-defaulting Underwriters or the Company. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters as provided in this Section 12, (i) the Company shall have the right to postpone the Closing Dates for a period of not more than five (5) full business days in order that the Company may 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 promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter paid or reimbursed pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter 5 and except for the provisions of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessarySection 6.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Shares which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Shares set forth opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the principal amount of the Notes Shares which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Shares if the total principal amount number of the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount number of the NotesFirm Shares, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Shares set forth opposite its name in Schedule I heretohereto plus the total number of Option Shares, purchasable by it pursuant to the terms of Section 2. If the foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesShares. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representative do not elect to purchase the Notes that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e(4)(k) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representative are obligated or agree to purchase the Notes Shares of a defaulting Underwriter, either the Representatives Representative or the Company may postpone the First Closing Date for up to seven five full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the Pricing Disclosure Package, the Effective Prospectus or the Final Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Pricing Disclosure Package Package, the Effective Prospectus or the Final Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Securities set forth opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Securities if the total principal amount number of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount number of the NotesFirm Securities, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Securities set forth opposite its name in Schedule I heretohereto purchasable by it pursuant to the terms of Section 4 hereof. If the foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representative do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e) 5 hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representative are obligated or agree to purchase the Notes Securities of a defaulting Underwriter, either the Representatives Representative or the Company may postpone the First Closing Date for up to seven five full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the General Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, Statement or the General Disclosure Package or the Prospectus which in the Representative' opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting non-­defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and each of the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. (a) If, on the Closing Date, any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriter(s) shall be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I 1 hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter Underwriter(s) agreed to purchase set forth in Schedule I 1 hereto) the principal amount of the Notes which the defaulting Underwriter Underwriter(s) agreed but failed to purchase; except provided, however, that the remaining non-defaulting Underwriters will Underwriter(s) shall not be obligated to purchase any of the Notes if the total principal amount of the Notes which that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and any no non-defaulting Underwriters will not Underwriter shall be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I heretothat it agreed to purchase on the Closing Date pursuant to the terms of Section 2 hereof. If the foregoing maximums are exceeded, the non-defaulting UnderwritersUnderwriter(s), and any or those other underwriters satisfactory to you the Representatives who so agree, will shall have the right, but will shall not be obligated, to purchase (purchase, in such proportions proportion as may be agreed upon among them) , all of the Notes. If within such additional thirty six hours after such default by any Underwriter the non-defaulting Underwriters or other underwriters satisfactory to the Representatives do not agree to purchase the Notes which the defaulting Underwriter(s) agreed but failed to purchase, then the Partnership shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Notes on such terms. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect Representatives are obligated or agree to purchase the Notes of any defaulting Underwriter(s), the Representatives may postpone the Closing Date for up to seven full business days in order that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on Partnership may effect any changes that may be necessary in the part of any non-defaulting Underwriter Registration Statement or the CompanyProspectus or in any other document or agreement, except for the expenses to be borne by the Company and the Underwriters as provided Partnership agrees to file promptly any amendments or any supplements to the Registration Statement or the Prospectus which, in Section 4(e) hereof and the indemnity and contribution agreements opinion of the Company and the Underwriters contained in Section 7 hereofRepresentatives, may thereby be made necessary. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 89. (b) If, after giving effect to any purchase of the Notes of any defaulting Underwriter(s) arranged by the Representatives and the Partnership as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed 9.09% of the total principal amount of the Notes, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes which such Underwriter agreed but failed to purchase and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Notes which such Underwriter agreed to purchase) of the Notes of such defaulting Underwriter(s) 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 any defaulting Underwriter(s) as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed 9.09% of the total principal amount of the Notes or if the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Notes of any defaulting Underwriter(s), this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Partnership or the General Partner, except for the indemnity and contribution agreements of the Partnership, the General Partner and the Underwriters contained in Section 8 of this Agreement. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. (a) If, on the Closing Date, any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriter(s) shall be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I 1 hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter Underwriter(s) agreed to purchase set forth in Schedule I 1 hereto) the principal amount of the Notes which the defaulting Underwriter Underwriter(s) agreed but failed to purchase; except provided, however, that the remaining non-defaulting Underwriters will Underwriter(s) shall not be obligated to purchase any of the Notes if the total principal amount of the Notes which that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and any no non-defaulting Underwriters will not Underwriter shall be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I heretothat it agreed to purchase on the Closing Date pursuant to the terms of Section 2 hereof. If the foregoing maximums are exceeded, the non-defaulting UnderwritersUnderwriter(s), and any or those other underwriters satisfactory to you the Representatives who so agree, will shall have the right, but will shall not be obligated, to purchase (purchase, in such proportions proportion as may be agreed upon among them) , all of the Notes. If within thirty six hours after such default by any Underwriter the non-defaulting Underwriters or other underwriters satisfactory to the Representatives do not agree to purchase the Notes which the defaulting Underwriter(s) agreed but failed to purchase, then the Partnership shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Notes on such terms. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect Representatives are obligated or agree to purchase the Notes of any defaulting Underwriter(s), the Representatives may postpone the Closing Date for up to seven full business days in order that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on Partnership may effect any changes that may be necessary in the part of any non-defaulting Underwriter Registration Statement or the CompanyProspectus or in any other document or agreement, except for the expenses to be borne by the Company and the Underwriters as provided Partnership agrees to file promptly any amendments or any supplements to the Registration Statement or the Prospectus which, in Section 4(e) hereof and the indemnity and contribution agreements opinion of the Company and the Underwriters contained in Section 7 hereofRepresentatives, may thereby be made necessary. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 89. (b) If, after giving effect to any purchase of the Notes of any defaulting Underwriter(s) arranged by the Representatives and the Partnership as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed 9.09% of the total principal amount of the Notes, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Notes which such Underwriter agreed to purchase) of the Notes of such defaulting Underwriter(s) 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 any defaulting Underwriter(s) as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased exceeds 9.09% of the total principal amount of the Notes or if the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Notes of any defaulting Underwriter(s), this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Partnership or the General Partner, except for the indemnity and contribution agreements of the Partnership, the General Partner and the Underwriters contained in Section 8 of this Agreement. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and each of the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, (a) If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. . (b) If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. (c) Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this AgreementAgreement (the “Defaulted Notes”), each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I heretoDefaulted Notes) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchaseDefaulted Notes; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Defaulted Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters underwriter satisfactory to you the Representatives who so agreeagrees, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Defaulted Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Defaulted Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Defaulted Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Securities set forth opposite the names of all the non- defaulting Underwriters in Schedule I hereto) the principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Securities if the total principal amount number of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount number of the NotesFirm Securities, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Securities set forth opposite its name in Schedule I heretohereto purchasable by it pursuant to the terms of Section 4 hereof. If the foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. If the non-non- defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representative do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e) 5 hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 8 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representative are obligated or agree to purchase the Notes Securities of a defaulting Underwriter, either the Representatives Representative or the Company may postpone the First Closing Date for up to seven five full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representative's opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Securities set forth opposite the names of all the non- defaulting Underwriters in Schedule I hereto) the principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Securities if the total principal amount number of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount number of the NotesFirm Securities, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Securities set forth opposite its name in Schedule I heretohereto purchasable by it pursuant to the terms of Section 2. If the foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. If the non-non- defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representative do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e(4)(l) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 6 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representative are obligated or agree to purchase the Notes Securities of a defaulting Underwriter, either the Representatives Representative or the Company may postpone the First Closing Date for up to seven five full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, Statement or the Disclosure Package or the Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, (a) If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. . (b) If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representative are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives Representative may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representative, may thereby be made necessary. (c) Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, If on the First Closing Date or the option Closing Date, as the case may be, any Underwriter defaults or Underwriters shall default in its obligation or their obligations to purchase shares of Stock hereunder (otherwise than by reason of default on the principal amount part of the Notes which it has agreed Company), you, as Representative of the Underwriters, shall use your reasonable efforts to procure within 48 hours thereafter one or more of the other Underwriters, or any others, to purchase under this Agreement, each non-defaulting Underwriter will from the Company such amounts as may be required to purchase (in agreed upon and upon the respective proportions which the principal amount of the Notes terms set forth opposite herein, the name shares of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes Stock which the defaulting Underwriter agreed but or Underwriters failed to purchase; except that the non-defaulting Underwriters will . If during such 48 hours you, as such Representative, shall not be obligated have procured such other Underwriters, or any others, to purchase any the shares of Stock agreed to be purchased by the Notes defaulting Underwriter or Underwriters, then (a) if the total principal amount aggregate number of the Notes shares which the such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% does not exceed ten percent (10%) of the total principal amount number of shares underwritten, the Notes, and any non-defaulting other Underwriters will not shall be obligated severally, in proportion to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligatedtheir respective commitments hereunder, to purchase (in the shares of Stock which such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase purchase, or (b) if the aggregate number of shares of Stock with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares underwritten, the Company or you, as the Representative of the Underwriters, will have the right, by written notice given within 36 hours after such defaultthe next 48-hour period to the parties to this Agreement, to terminate this Agreement will terminate without liability on the part of the non-defaulting Underwriters or the Company. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters as provided in this Section 12, (i) the Company shall have the right to postpone the Closing Date[s] for a period of not more than five (5) full business days in order that the Company may 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 promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter paid or reimbursed pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter 5 and except for the provisions of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessarySection 6.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-non- defaulting Underwriters will shall not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will shall not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 6 hereof. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter pursuant to this Section 87. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, either you or the Representatives Company may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which in the your opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, If on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter defaults or Underwriters shall default in its obligation or their obligations to purchase shares of Stock hereunder (otherwise than by reason of default on the principal amount part of the Notes which it has agreed Company, you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 48 hours thereafter one or more of the other Underwriters, or any others, to purchase under this Agreement, each non-defaulting Underwriter will from the Company such amounts as may be required to purchase (in agreed upon and upon the respective proportions which the principal amount of the Notes terms set forth opposite herein, the name shares of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes Stock which the defaulting Underwriter agreed but or Underwriters failed to purchase; except that the non-defaulting Underwriters will . If during such 48 hours you, as such Representatives, shall not be obligated have procured such other Underwriters, or any others, to purchase any the shares of Stock agreed to be purchased by the Notes defaulting Underwriter or Underwriters, then (a) if the total principal amount aggregate number of the Notes shares which the such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% does not exceed ten percent (10%) of the total principal amount number of shares underwritten, the Notes, and any non-defaulting other Underwriters will not shall be obligated severally, in proportion to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligatedtheir respective commitments hereunder, to purchase (in the shares of Stock which such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase purchase, or (b) if the aggregate number of shares of Stock with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares underwritten, the Company or you, as the Representatives of the Underwriters, will have the right, by written notice given within 36 hours after such defaultthe next 48-hour period to the parties to this Agreement, to terminate this Agreement will terminate without liability on the part of the non-defaulting Underwriters or the Company. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters as provided in this Section 12, (i) the Company shall have the right to postpone the Closing Dates for a period of not more than five (5) full business days in order that the Company may 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 promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter paid or reimbursed pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter 5 and except for the provisions of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessarySection 6.

Substitution of Underwriters. If, on If any of the Closing Date, Underwriters shall for any Underwriter defaults in its obligation reason not permitted hereunder cancel their obligations to purchase the principal amount Securities hereunder, or shall fail to take up and pay for the number of the Notes which it has agreed to purchase under this Agreement, each non-defaulting Underwriter will be required to purchase (in the respective proportions which the principal amount of the Notes Securities set forth opposite their respective names in Schedule A hereto upon tender of such Securities in accordance with the name terms hereof, then: (a) if the aggregate number of each non-Securities which such Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Securities, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Securities which such defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; except that . (b) If any Underwriter or Underwriters so default and the non-defaulting Underwriters will not be obligated agreed number of Securities with respect to purchase any which such default or defaults occurs is more than 10% of the Notes if total number of Securities, the total principal amount of remaining Underwriters shall have the Notes right to take up and pay for (in such proportion as may be agreed upon among them) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I heretopurchase. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the remaining Underwriters do not elect to purchase not, at the Notes that Closing Date, take up and pay for the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase purchase, the time for delivery of the Securities shall be extended to the next business day to allow the several Underwriters the privilege of substituting within 36 twenty-four hours after such default, this Agreement will terminate without liability on the part of any (including non-defaulting business hours) another Underwriter or Underwriters satisfactory to the Company. If no such Underwriter or Underwriters shall have been substituted as aforesaid, within such twenty-four period, the time of delivery of the Securities may, at the option of the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.again extended

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this AgreementAgreement (the “Defaulted Notes”), each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I heretoDefaulted Notes) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchaseDefaulted Notes; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Defaulted Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters underwriter satisfactory to you the Representative who so agreeagrees, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Defaulted Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Defaulted Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e4(g) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representative are obligated or agree to purchase the Defaulted Notes of a defaulting Underwriter, the Representative may postpone the Closing Date for up to seven full Business Days in order that the Company may effect any changes that may be necessary in the Registration Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which, in the opinion of the Representative, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, If on the First Closing Date, Date any Underwriter defaults or Underwriters shall default in its obligation or their obligations to purchase shares of Stock hereunder (otherwise than by reason of default on the principal amount part of the Notes which it has agreed Company or the Selling Stockholders), you, as Representatives of the Underwriters, shall use your reasonable commercial efforts to procure within 48 hours thereafter one or more of the other Underwriters, or any others, to purchase under this Agreement, each non-defaulting Underwriter will from the Company such amounts as may be required to purchase (in agreed upon and upon the respective proportions which the principal amount of the Notes terms set forth opposite herein, the name shares of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes Stock which the defaulting Underwriter agreed but or Underwriters failed to purchase; except that the non-defaulting Underwriters will . If during such 48 hours you, as such Representatives, shall not be obligated have procured such other Underwriters, or any others, to purchase any the shares of Stock agreed to be purchased by the Notes defaulting Underwriter or Underwriters, then (a) if the total principal amount aggregate number of the Notes shares which the such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% does not exceed ten percent (10%) of the total principal amount number of shares underwritten, the Notes, and any non-defaulting other Underwriters will not shall be obligated severally, in proportion to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligatedtheir respective commitments hereunder, to purchase (in the shares of Stock which such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase purchase, or (b) if the aggregate number of shares of Stock with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares underwritten, the Company or you, as the Representatives of the Underwriters, will have the right, by written notice given within 36 hours after such defaultthe next 48-hour period to the parties to this Agreement, to terminate this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase Company and the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessarySelling Stockholders.

Substitution of Underwriters. If, on the Closing Date, any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each non-defaulting Underwriter Underwriters will be required to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I A hereto bears to the total principal amount of the Notes Securities less the principal amount of the Notes Securities the defaulting Underwriter agreed to purchase set forth in Schedule I A hereto) the principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes Securities if the total principal amount of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the NotesSecurities, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes Securities set forth opposite its name in Schedule I A hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof6 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default7. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes Securities of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and each of the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the a Closing Date, any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each non-defaulting Underwriter Underwriters will be required to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation shall fail to purchase take ---------------------------- up and pay for the principal amount of the Offered Notes which it has agreed by such Underwriter to purchase be purchased under this AgreementUnderwriting Agreement upon tender of such Offered Notes in accordance with the terms hereof, each non-defaulting Underwriter will be required to purchase (in and the respective proportions which the principal amount of the Offered Notes set forth opposite the name not purchased does not aggregate more than 10% of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Offered Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) , the principal amount of remaining Underwriters shall be obligated to take up and pay for the Offered Notes which that the withdrawing or defaulting Underwriter agreed but failed to purchase; except that . This Underwriting Agreement shall terminate if (i) any Underwriter shall fail to take up and pay for the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Offered Notes which agreed by such Underwriter to be purchased under this Underwriting Agreement (such Underwriter being a "Defaulting Underwriter") upon tender of such Offered Notes in accordance with the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09terms hereof, (ii) the amount of the Offered Notes not purchased aggregates more than 10% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Offered Notes set forth opposite its name in Schedule I hereto. If , and (iii) arrangements satisfactory to the foregoing maximums are exceededremaining Underwriters, the non-defaulting UnderwritersContract Seller and the Issuer for the purchase of such Offered Notes by other persons are not made within 36 hours thereafter. In the event of any such termination, neither the Contract Seller nor the Issuer shall be under any liability to any Underwriter (except to the extent provided in Section 6(f) and Section 9 hereof) nor shall any Underwriter (other underwriters satisfactory to you than an Underwriter who so agreeshall have failed, will have the right, but will not be obligatedotherwise than for some reason permitted under this Underwriting Agreement, to purchase (in such proportions as may be agreed upon among them) all the amount of the Notes. If Offered Notes which such Underwriter agreed to purchase hereunder) be under any liability to the non-defaulting Underwriters Contract Seller or the other underwriters satisfactory Issuer (except to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as extent provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 9 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8). Nothing contained herein will shall be deemed to relieve a defaulting any Defaulting Underwriter of from any liability it may have for damages caused by its default. If to the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting UnderwriterContract Seller, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement Issuer or the Prospectus or in any other document or agreement, Underwriter by reason of its failure to take up and pay for Offered Notes as agreed to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessaryby such Defaulting Underwriter.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 8 hereof. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter pursuant to this Section 89. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives Representative may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives Representative may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-non- defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agreeagrees, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and each of the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, If on the First Closing Date or the ---------------------------- Option Closing Date, as the case may be, any Underwriter defaults or Underwriters shall default in its obligation or their obligations to purchase shares of Stock hereunder (otherwise than by reason of default on the principal amount part of the Notes which it has agreed Company, you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 48 hours thereafter one or more of the other Underwriters, or any others, to purchase under this Agreement, each non-defaulting Underwriter will from the Company such amounts as may be required to purchase (in agreed upon and upon the respective proportions which the principal amount of the Notes terms set forth opposite herein, the name shares of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes Stock which the defaulting Underwriter agreed but or Underwriters failed to purchase; except that the non-defaulting Underwriters will . If during such 48 hours you, as such Representatives, shall not be obligated have procured such other Underwriters, or any others, to purchase any the shares of Stock agreed to be purchased by the Notes defaulting Underwriter or Underwriters, then (a) if the total principal amount aggregate number of the Notes shares which the such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% does not exceed ten percent (10%) of the total principal amount number of shares underwritten, the Notes, and any non-defaulting other Underwriters will not shall be obligated severally, in proportion to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligatedtheir respective commitments hereunder, to purchase (in the shares of Stock which such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase purchase, or (b) if the aggregate number of shares of Stock with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares underwritten, the Company or you, as the Representatives of the Underwriters, will have the right, by written notice given within 36 hours after such defaultthe next 48-hour period to the parties to this Agreement, to terminate this Agreement will terminate without liability on the part of the non-defaulting Underwriters or the Company. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters as provided in this Section 12, (i) the Company shall have the right to postpone the Closing Dates for a period of not more than five (5) full business days in order that the Company may 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 promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter paid or reimbursed pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter 5 and except for the provisions of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessarySection 6.

Substitution of Underwriters. If, on the Closing either Delivery Date, any Underwriter defaults in its obligation to purchase the principal amount of the Notes Stock which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes shares of Firm Stock set forth opposite the name of each non-defaulting Underwriter in Schedule I 1 hereto bears to the total principal amount number of the Notes shares of Firm Stock less the principal amount number of the Notes shares of Firm Stock the defaulting Underwriter agreed to purchase set forth in Schedule I 1 hereto) the principal amount of the Notes Stock which the defaulting Underwriter agreed but failed to purchasepurchase on such Delivery Date; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Stock if the total principal amount number of the Notes shares of Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount number of the Notesshares of Stock to be purchased on such Delivery Date, and any non-defaulting Underwriters will shall not be obligated to purchase more than 110% of the principal amount number of the Notes set forth opposite its name in Schedule I heretoshares of Stock which it agreed to purchase on such Delivery Date pursuant to Section 3. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesStock. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes Stock that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will (or with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Stock) shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyCompany or the Selling Shareholders, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company Company, the Selling Stockholders and the Underwriters contained in Section 7 9 hereof. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter pursuant to this Section 810. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes Stock of a defaulting Underwriter, either you or the Representatives Company may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which in the your opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-non- defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof8 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default9. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and the Company agree to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Shares which it has agreed to purchase under this Agreement, each non-defaulting Underwriter will be required to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not you shall be obligated to purchase any all of the Notes if the total principal amount of the Notes which Shares not purchased by the defaulting Underwriter or Underwriters agreed but failed unless such purchase shall cause you to purchase exceeds 9.09% be in violation of the total principal amount net capital requirements of Rule 15c3-1 of the NotesExchange Act, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriterswhich case you, and any other underwriters satisfactory to you who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesShares. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder and the aggregate number of Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares, you may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares that such defaulting Underwriters agreed but failed to purchase. If you or the other underwriters Underwriters satisfactory to the Underwriters you do not elect to purchase the Notes that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, then this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof 8(a), the payment by the Company of accountable expenses as provided by Section 8(b), and the indemnity and contribution agreements of the Company and the Underwriters contained in Section Sections 6 and 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting other Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes Shares of a defaulting Underwriter, either you or the Representatives Company may postpone the First Closing Date for up to seven full Business Days (7) banking days in order to effect affect any changes that may be necessary in the Registration Statement or Statement, the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or Statement and the Prospectus which in the your opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, any If an Underwriter defaults in its obligation to purchase the principal amount number of the Notes Shares which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will be required shall have the right, but not the obligation, to purchase (in or arrange for the respective proportions which the principal amount purchase by another underwriter of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which Shares that the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do Underwriter does not elect to purchase or fails to arrange for the Notes purchase of the Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8herein. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree Underwriter elects to purchase or arrange for the Notes purchase by another underwriter of a the Shares of the defaulting Underwriter, the Representatives Company may postpone the applicable Closing Date for up to seven five full Business Days business days in order to effect any changes that may be necessary in the Registration Statement Statement, the Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Time of Sale Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, If on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter defaults or Underwriters shall default in its obligation or their obligations to purchase shares of Stock hereunder (otherwise than by reason of default on the principal amount part of the Notes which it has agreed Company, you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 48 hours thereafter one or more of the other Underwriters, or any others, to purchase under this Agreement, each non-defaulting Underwriter will from the Company such amounts as may be required to purchase (in agreed upon and upon the respective proportions which the principal amount of the Notes terms set forth opposite herein, the name shares of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes Stock which the defaulting Underwriter agreed but or Underwriters failed to purchase; except that the non-defaulting Underwriters will . If during such 48 hours you, as such Representatives, shall not be obligated have procured such other Underwriters, or any others, to purchase any the shares of Stock agreed to be purchased by the Notes defaulting Underwriter or Underwriters, then (a) if the total principal amount aggregate number of the Notes shares which the such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% does not exceed ten percent (10%) of the total principal amount number of shares underwritten, the Notes, and any non-defaulting other Underwriters will not shall be obligated severally, in proportion to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligatedtheir respective commitments hereunder, to purchase (in the shares of Stock which such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase purchase, or (b) if the aggregate number of shares of Stock with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares underwritten, the Company or you, as the Representatives of the Underwriters, will have the right, by written notice given within 36 hours after such defaultthe next 48-hour period to the parties to this Agreement, to terminate this Agreement will terminate without liability on the part of the non-defaulting Underwriters or the Company. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters as provided in this Section 14, (i) the Company shall have the right to postpone the Closing Dates for a period of not more than five (5) full business days in order that the Company may 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 promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 14 shall be without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in paid or reimbursed pursuant to Section 7 hereof. As used in this Agreement, and except for the term “Underwriter” includes any person substituted for an Underwriter pursuant to this provisions of Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this AgreementAgreement (the “Defaulted Notes”), each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I heretoDefaulted Notes) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchaseDefaulted Notes; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Defaulted Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters underwriter satisfactory to you the Representatives who so agreeagrees, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Defaulted Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Defaulted Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e4(g) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Defaulted Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will shall not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 6 hereof. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter pursuant to this Section 87. Nothing contained herein will relieve a defaulting If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Notes and the aggregate number of any liability it may have for damages caused by its default. If Additional Notes with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Notes to be purchased, the non-defaulting Underwriters or shall have the other underwriters satisfactory option to you are obligated or agree (i) terminate their obligation hereunder to purchase Additional Notes or (ii) purchase not less than the number of Additional Notes of a that such non-defaulting Underwriter, the Representatives may postpone the Closing Date for up Underwriters would have been obligated to seven full Business Days in order to effect any changes that may be necessary purchase in the Registration Statement or the Prospectus or absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion default of the Representatives may thereby be made necessarysuch Underwriter under this Agreement.

Substitution of Underwriters. If, on the Closing Date, (a) If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If within such additional thirty six hours after such default by any Underwriter the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representatives do not elect agree to purchase the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase, then the Partnership shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to the Representatives to purchase within 36 hours after such default, this Agreement will terminate without liability Notes on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its defaultsuch terms. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days business days in order to that the Partnership may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and the Partnership agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 9. (b) If, after giving effect to any purchase of the Notes of a defaulting Underwriter or Underwriters arranged by the Representatives and the Partnership as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed 9.09% of the total principal amount of the Notes, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes which such Underwriter agreed but failed to purchase and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Notes which such Underwriter agreed to purchase) 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 does not exceed 9.09% of the total principal amount of the Notes or if the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Notes of a defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Partnership or the General Partner, except for the indemnity and contribution agreements of the Partnership, the General Partner and the Underwriters contained in Section 8 of this Agreement. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I A hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I A hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I A hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, agree will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date Time for up to seven full Business Days business days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration StatementStatement or Prospectus which, the Disclosure Package or the Prospectus which in the good faith opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes Securities less the principal amount of the Notes Securities the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes Securities if the total principal amount of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of the NotesSecurities, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes Securities set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representative are obligated or agree to purchase the Notes Securities of a defaulting Underwriter, the Representatives Representative may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representative, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, If on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter defaults or Underwriters shall default in its obligation or their obligations to purchase shares of Stock hereunder (otherwise than by reason of default on the principal amount part of the Notes which it has agreed Company), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 48 hours thereafter one or more of the other Underwriters, or any others, to purchase under this Agreement, each non-defaulting Underwriter will from the Company such amounts as may be required to purchase (in agreed upon and upon the respective proportions which the principal amount of the Notes terms set forth opposite herein, the name shares of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes Stock which the defaulting Underwriter agreed but or Underwriters failed to purchase; except that the non-defaulting Underwriters will . If during such 48 hours you, as such Representatives, shall not be obligated have procured such other Underwriters, or any others, to purchase any the shares of Stock agreed to be purchased by the Notes defaulting Underwriter or Underwriters, then (a) if the total principal amount aggregate number of the Notes shares which the such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% does not exceed ten percent (10%) of the total principal amount number of shares underwritten, the Notes, and any non-defaulting other Underwriters will not shall be obligated severally, in proportion to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligatedtheir respective commitments hereunder, to purchase (in the shares of Stock which such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase purchase, or (b) if the aggregate number of shares of Stock with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares underwritten, the Company or you, as the Representatives of the Underwriters, will have the right, by written notice given within 36 hours after such defaultthe next 48-hour period to the parties to this Agreement, to terminate this Agreement will terminate without liability on the part of the non- defaulting Underwriters or the Company. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters as provided in this Section 12, (i) the Company shall have the right to postpone the Closing Dates for a period of not more than five (5) full business days in order that the Company may 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 promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter paid or reimbursed pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter 5 and except for the provisions of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessarySection 6.

Substitution of Underwriters. IfIt shall be a condition to this Agreement and to the obligations of the Company to sell and deliver the Notes hereunder, on and to the Closing Dateobligations of each Underwriter to purchase the Notes in the manner as described herein, that, except as hereinafter provided in this Section 11, each of the Underwriters shall purchase and pay for all the Notes agreed to be purchased by such Underwriter hereunder upon tender to the Underwriters of all such Notes in accordance with the terms hereof. If any Underwriter or Underwriters defaults in its obligation or their obligations to purchase Notes hereunder on either the principal First Closing Date or the Second Closing Date and the aggregate amount of the Notes which it has agreed to purchase under this Agreement, each non-defaulting Underwriter will be required to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 9.09% does not exceed ten percent (10%) of the total principal amount of Notes the Notes, and any non-defaulting Underwriters will not be are obligated to purchase more than 110% on such Closing Date, the Underwriters may make arrangements for the purchase of such Notes by other persons, including without limitation any of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to you who so agree, will have the right, but will not be obligatedtheir respective commitments hereunder, to purchase (the Notes such defaulting Underwriters agreed but failed or refused to purchase on such Closing Date, PROVIDED that in no event shall the maximum amount of Notes which any Underwriter has become obligated to purchase pursuant to Section 4 be increased pursuant to this Section 11 by more than one-eleventh of such proportions as may be agreed upon among them) all amount of Notes without the Notesprior written consent of such Underwriter. If any Underwriter or Underwriters so default and the non-defaulting Underwriters aggregate amount of Notes with respect to which such default or defaults occur is greater than the other underwriters above percentage and arrangements satisfactory to the Underwriters do for the purchase of such Notes by other persons are not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase made within 36 thirty-six (36) hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting nondefaulting Underwriter or and the Company, except for the expenses to be borne paid by the Company pursuant to Section 6 and except to the Underwriters as extent provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary10.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Securities set forth opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Securities if the total principal amount number of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount number of the NotesFirm Securities, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Securities set forth opposite its name in Schedule I heretohereto plus the total number of Optional Securities, purchasable by it pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. If the non-non- defaulting Underwriters or the other underwriters satisfactory to the Underwriters you do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e(4)(k) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 6 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters reasonably satisfactory to you are obligated or agree to purchase the Notes Securities of a defaulting Underwriter, either you or the Representatives Company may postpone the First Closing Date for up to seven five (5) full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the Effective Prospectus or the Final Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Effective Prospectus or the Final Prospectus which in the your opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on If any Underwriter or Underwriters shall fail at the Closing Date, any Underwriter defaults in its obligation Date to purchase the principal amount number of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder upon tender of such Firm Shares in accordance with the Notes terms hereof, and if the aggregate number of Firm Shares which it has agreed to purchase under this Agreement, each non-such defaulting Underwriter will be required to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter or Underwriters so agreed but failed to purchase; except that purchase does not exceed 10% of the non-defaulting Firm Shares, the remaining Underwriters will not shall be obligated obligated, severally in proportion to their respective commitments hereunder, to purchase the Firm Shares of such defaulting Underwriter or Underwriters. If any Underwriter or Underwriters so defaults and the aggregate number of the Notes if the total principal amount of the Notes Firm Shares which the such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceededFirm Shares, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will remaining Underwriters shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-Firm Shares which the defaulting Underwriter or the CompanyUnderwriters so agreed but failed to purchase, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date shall be postponed for up twenty-four hours to seven full Business Days in order to effect allow the several Underwriters the privilege of substituting within twenty-four hours (including non-business hours) another underwriter or underwriters (which may include any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.nondefaulting Underwriter) reasonably

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Units which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the principal amount number of the Notes Units set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Units set forth opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the principal amount of the Notes Units which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Units if the total principal amount number of the Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total principal amount number of the NotesFirm Units, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Units set forth opposite its name in Schedule I heretohereto plus the total number of Option Units, purchasable by it pursuant to the terms of Section 2. If the foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesUnits. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representative do not elect to purchase the Notes that Units which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e(4)(k) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representative are obligated or agree to purchase the Notes Units of a defaulting Underwriter, either the Representatives Representative or the Company may postpone the First Closing Date for up to seven five full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the Pricing Disclosure Package, the Effective Prospectus or the Final Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Pricing Disclosure Package Package, the Effective Prospectus or the Final Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the aggregate principal amount of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (in the respective proportions which the aggregate principal amount of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total aggregate principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase Securities set forth opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the aggregate principal amount of the Notes Securities which the defaulting Underwriter agreed but failed to purchasepurchase (the “Default Securities”); except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes aggregate principal amount of Securities if the total aggregate principal amount of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the total aggregate principal amount of the NotesFirm Securities, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes Securities set forth opposite its name in Schedule I heretoattached hereto purchasable by it pursuant to the terms of Section 3 hereof. If the foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representatives who so agree, will shall have the right, but will shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesDefault Securities on the terms contained herein. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultDefault Securities, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e) 5 hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes aggregate principal amount of Securities of a defaulting Underwriter, either the Representatives or the Company may postpone the First Closing Date for up to seven five full Business Days in order to effect any changes that may be necessary in the Registration Statement Statement, the Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representatives’ opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to the Securities.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter Underwriters will be required obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters underwriter satisfactory to you the Representatives who so agreeagrees, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereofof this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and each of the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package Statement or the Prospectus which which, in the opinion of the Representatives Representatives, may thereby be made necessary. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default.

Substitution of Underwriters. If, on the a Closing Date, any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Shares which it has agreed to purchase under this Agreement, each non-defaulting Underwriter Underwriters will be required to purchase (in the respective proportions which the principal amount number of the Notes Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount number of the Notes Shares less the principal amount number of the Notes Shares the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount number of the Notes Shares which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Notes Shares if the total principal amount number of the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds exceed 9.09% of the total principal amount number of the NotesShares, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount number of the Notes Shares set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesShares. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes Shares of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, on the Closing Date, If any Underwriter defaults in its obligation to purchase the principal amount number of the Notes Securities which it has agreed to purchase under this Agreement, each the non-defaulting Underwriter will Underwriters shall be required obligated to purchase (pro rata in proportion to the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount total number of the Notes Securities which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will shall not be obligated to purchase any of the Notes Securities if the total principal amount number of the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount number of the NotesSecurities, and any non-defaulting Underwriters will Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Securities set forth opposite its name in Schedule I heretohereto purchasable by it pursuant to the terms of Section 3.1; and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Securities which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you the Representative who so agree, will shall have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the NotesSecurities. In any such case, the Representative shall have the right to postpone the Closing determined as provided in Section 3.3.2 hereof for not more than seven Business Days after the date originally fixed as the Closing pursuant to said Section 3.3.2 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters Representative do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof 3.5 and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 6 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If, If on the First Closing Date or the ---------------------------- Option Closing Date, as the case may be, any Underwriter defaults or Underwriters shall default in its obligation or their obligations to purchase shares of Stock hereunder (otherwise than by reason of default on the principal amount part of the Notes which it has agreed Company), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 48 hours thereafter one or more of the other Underwriters, or any others, to purchase under this Agreement, each non-defaulting Underwriter will from the Company such amounts as may be required to purchase (in agreed upon and upon the respective proportions which the principal amount of the Notes terms set forth opposite herein, the name shares of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes Stock which the defaulting Underwriter agreed but or Underwriters failed to purchase; except that the non-defaulting Underwriters will . If during such 48 hours you, as such Representatives, shall not be obligated have procured such other Underwriters, or any others, to purchase any the shares of Stock agreed to be purchased by the Notes defaulting Underwriter or Underwriters, then (a) if the total principal amount aggregate number of the Notes shares which the such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% does not exceed ten percent (10%) of the total principal amount number of shares underwritten, the Notes, and any non-defaulting other Underwriters will not shall be obligated severally, in proportion to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligatedtheir respective commitments hereunder, to purchase (in the shares of Stock which such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase purchase, or (b) if the aggregate number of shares of Stock with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares underwritten, the Company or you, as the Representatives of the Underwriters, will have the right, by written notice given within 36 hours after such defaultthe next 48- hour period to the parties to this Agreement, to terminate this Agreement will terminate without liability on the part of the non-defaulting Underwriters or the Company. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters as provided in this Section 12, (i) the Company shall have the right to postpone the Closing Dates for a period of not more than five (5) full business days in order that the Company may 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 promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter paid or reimbursed pursuant to this Section 8. Nothing contained herein will relieve a defaulting Underwriter 5 and except for the provisions of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessarySection 6.