Common use of DEFAULT BY UNDERWRITERS Clause in Contracts

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted hereunder, fail to take up and pay for any Designated Securities to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that the aggregate principal amount of additional Designated Securities which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec or the remaining Underwriters not in default, as aforesaid (except to the extent, if any, provided in this Section 8).

DEFAULT BY UNDERWRITERS. (a) If Default by any Underwriter in respect of its obligations hereunder or under the Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters shallfor damages resulting from such default. If one or more Underwriters default under the Purchase Agreement, if provided in such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase by others, which may include yourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters. In the event that such arrangements are made, the respective underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder; but this shall not in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from its default, nor shall any such default relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any reason other than a reason permitted hereunderperson to assume the obligations of such defaulting Underwriter or Underwriters, fail we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Designated Securities to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date)securities purchased, or to find another underwriter deliver any securities sold or underwriters over-allotted, by you for the respective accounts of the Underwriters, or to take up bear their proportion of expenses or liabilities pursuant to this Agreement, and pay for, to the Designated Securities which extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters agreed but failed Underwriters, we agree to purchaseassume our proportionate share, provided that the aggregate principal amount of additional Designated Securities which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% based upon our respective underwriting obligation, of the aggregate principal amount obligations of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the each defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which without relieving any such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without its liability on the part of either Québec or the remaining Underwriters not in default, as aforesaid (except to the extent, if any, provided in this Section 8)therefor.

DEFAULT BY UNDERWRITERS. (a) If Default by any Underwriter in respect ----------------------- of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters shallfor damages resulting from such default. If one or more Underwriters default under the Underwriting Agreement, if provided in the Underwriting Agreement you may (but shall not be obligated to) arrange for the purchase by others, which may include yourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters. In the event that such arrangements are made, the respective underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from its default, nor shall any such default relieve any other Underwriter of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any reason other than a reason permitted hereunderperson to assume the obligations of such defaulting Underwriter or Underwriters, fail we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Designated Securities to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date)securities purchased, or to find another underwriter deliver any securities sold or underwriters over-allotted, by you for the respective accounts of the Underwriters, or to take up bear their proportion of expenses or liabilities pursuant to this Agreement, and pay for, to the Designated Securities which extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters agreed but failed Underwriters, we agree to purchaseassume our proportionate share, provided that the aggregate principal amount of additional Designated Securities which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% based upon our underwriting obligation, of the aggregate principal amount obligations of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the each defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which without relieving any such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without its liability on the part of either Québec or the remaining Underwriters not in default, as aforesaid (except to the extent, if any, provided in this Section 8)therefor.

DEFAULT BY UNDERWRITERS. (a) If Default by any Underwriter in respect of its obligations hereunder or under the Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters shallfor damages resulting from such default. If one or more Underwriters default under the Purchase Agreement, if provided in such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase by others, which may include yourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters. In the event that such arrangements are made, the respective underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder; but this shall not in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from its default. nor shall any such default relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any reason other than a reason permitted hereunderperson to assume the obligations of such defaulting Underwriter or Underwriters, fail we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Designated Securities to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date)securities purchased, or to find another underwriter deliver any securities sold or underwriters overallotted, by you for the respective accounts of the Underwriters, or to take up bear their proportion of expenses or liabilities pursuant to this Agreement, and pay for, to the Designated Securities which extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters agreed but failed Underwriters, we agree to purchaseassume our proportionate share, provided that the aggregate principal amount of additional Designated Securities which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% based upon our respective underwriting obligation, of the aggregate principal amount obligations of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the each defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which without relieving any such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without its liability on the part of either Québec or the remaining Underwriters not in default, as aforesaid (except to the extent, if any, provided in this Section 8)therefor.

DEFAULT BY UNDERWRITERS. (a) If Default by any Underwriter in respect of its obligations hereunder or under the Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters shallfor damages resulting from such default. If one or more Underwriters default under the Purchase Agreement, if provided in such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase by others, which may include yourselves or other non-defaulting Underwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters. In the event that such arrangements are made, the respective underwriting obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from its default, nor shall any such default relieve any other Underwriter of any of its obligations hereunder or under the Purchase Agreement except as herein or therein provided. In addition, in the event of default by one or more Underwriters in respect of their obligations under the Purchase Agreement to purchase the Securities agreed to be purchased by them thereunder and, to the extent that arrangements shall not have been made by you for any reason other than a reason permitted hereunderperson to assume the obligations of such defaulting Underwriter or Underwriters, fail we agree, if provided in the Purchase Agreement, to assume our proportionate share, based upon our underwriting obligation, of the obligations of each such defaulting Underwriter (subject to the limitations contained in the Purchase Agreement) without relieving such defaulting Underwriter of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any Designated Securities to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date)securities purchased, or to find another underwriter deliver any securities sold or underwriters over-allotted, by you for the respective accounts of the Underwriters, or to take up bear their proportion of expenses or liabilities pursuant to this Agreement, and pay for, to the Designated Securities which extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters agreed but failed Underwriters, we agree to purchaseassume our proportionate share, provided that the aggregate principal amount of additional Designated Securities which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% based upon our respective underwriting obligation, of the aggregate principal amount obligations of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the each defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which without relieving any such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without its liability on the part of either Québec or the remaining Underwriters not in default, as aforesaid (except to the extent, if any, provided in this Section 8)therefor.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities which such Underwriter has agreed to purchase and pay for on such date (a) If otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters shallfailed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, for or any reason other than a reason permitted hereunderothers, fail to take up and pay for any Designated purchase the Closing Securities agreed to be purchased by it the defaulting Underwriter or them upon tender Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such Designated Securities on default shall occur does not exceed 10% of the Closing Date in accordance with the terms hereofSecurities covered hereby, the remaining other Underwriters shall be obligated separatelyobligated, severally, in proportion to their the respective commitments under the Terms Agreementnumbers of Closing Securities which they are obligated to purchase hereunder, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on purchase the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that or (b) if the aggregate principal amount number of additional Designated Closing Securities with respect to which such remaining Underwriters default shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase occur exceeds 10% of the aggregate principal amount of Closing Securities covered hereby, the Designated Securities set forth opposite Company or the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall Representative will have the right, during an additional period of 24 hours, right to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of terminate this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec the non-defaulting Underwriters or of the remaining Underwriters not in default, as aforesaid (Company except to the extent, if any, extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8)shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities which such Underwriter has agreed to purchase and pay for on such date (a) If otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters shallfailed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, for or any reason other than a reason permitted hereunderothers, fail to take up and pay for any Designated purchase the Closing Securities agreed to be purchased by it the defaulting Underwriter or them upon tender Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such Designated Securities on default shall occur does not exceed 10% of the Closing Date in accordance with the terms hereofSecurities covered hereby, the remaining other Underwriters shall be obligated separatelyobligated, severally, in proportion to their the respective commitments under the Terms Agreementnumbers of Closing Securities which they are obligated to purchase hereunder, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on purchase the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that or (b) if the aggregate principal amount number of additional Designated Closing Securities with respect to which such remaining Underwriters default shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase occur exceeds 10% of the aggregate principal amount of Closing Securities covered hereby, the Designated Securities set forth opposite Company or the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall Representative will have the right, during an additional period of 24 hours, right to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of terminate this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec the non-defaulting Underwriters or of the remaining Underwriters not in default, as aforesaid (Company except to the extent, if any, extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section 8)shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall, for any reason other than a reason permitted hereunder, fail shall be obligated to take up and pay for any Designated purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in Schedule II hereto to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the each remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such non-defaulting Underwriter or Underwriters agreed but failed set forth therein bears to purchase, provided that the aggregate principal amount of additional Designated Securities which such set forth therein to be purchased by all the remaining non-defaulting Underwriters; provided that the remaining non-defaulting Underwriters shall not be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% purchase any amount of Securities if the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failureexceeds one-tenth of the total principal amount of Securities, (i) Québec and any remaining non-defaulting Underwriter shall not be obligated to purchase additional Securities in an amount of more than one-ninth of the principal amount of Securities set forth in Schedule II hereto to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, during an additional period of 24 hoursbut shall not be obligated, to find another underwriter purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters for said Designated Securities who shall be satisfactory to the Underwriters or Representatives do not elect to purchase the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date under the foregoing provisions of purchase, this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec any non-defaulting Underwriter, the Company or the remaining Underwriters not Guarantor, except that the Company and the Guarantor will continue to be liable for the payment of expenses as set forth in default, as aforesaid (except to the extent, if any, provided Sections 4(g) and 8 hereof. Nothing contained in this Section 8)12 shall relieve a defaulting Underwriter of any liability it may have to the Company or the Guarantor for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or Underwriters' Counsel may be necessary in the Registration Statement, any prospectus or in any other document or arrangement.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted hereunder, fail to take up and pay for any Designated Securities to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereofhereof and the Terms Agreement, the remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that the aggregate principal amount of additional Designated Securities which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec or the remaining Underwriters not in default, as aforesaid (except to the extent, if any, provided in this Section 8).

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities which such Underwriter has agreed to purchase and pay for on such date (a) If otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities which the defaulting Underwriter or Underwriters shallfailed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, for or any reason other than a reason permitted hereunderothers, fail to take up and pay for any Designated purchase the Closing Securities agreed to be purchased by it the defaulting Underwriter or them upon tender Underwriters, then: (a) if the aggregate number of Closing Securities with respect to which such Designated Securities on default shall occur does not exceed 10% of the Closing Date in accordance with the terms hereofSecurities covered hereby, the remaining other Underwriters shall be obligated separatelyobligated, severally, in proportion to their the respective commitments under the Terms Agreementnumbers of Closing Securities which they are obligated to purchase hereunder, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on purchase the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that ; or (b) if the aggregate principal amount number of additional Designated Closing Securities with respect to which such remaining Underwriters default shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase occur exceeds 10% of the aggregate principal amount of Closing Securities covered hereby, the Designated Securities set forth opposite Company or the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall Representative will have the right, during an additional period of 24 hours, right to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of terminate this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec the non-defaulting Underwriters or of the remaining Underwriters not in default, as aforesaid (Company except to the extent, if any, extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectuses or in any other documents or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section 8)shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement; provided, that no Underwriter shall have any liability to the Company hereunder to the extent that such liability arose as a result of the failure by any person on the “president’s list” or any investor that was introduced directly or indirectly to the Underwriters by the Company to purchase any of the Securities.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted hereunder, shall fail to take up and pay for any Designated Securities the number of Firm Shares agreed by such Underwriter of Underwriters to be purchased by it or them hereunder upon tender of such Designated Securities on the Closing Date Firm Shares in accordance with the terms hereofhereof and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters so agreed but failed to purchase does not exceed 10% of the Firm Shares, the remaining Underwriters shall be obligated separately, severally in proportion to their respective commitments under hereunder, to take up and pay for the Terms AgreementFirm Shares of such defaulting Underwriter or Underwriters. If any Underwriter or Underwriters so defaults and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed to take up and pay for exceeds __% of the Firm Shares, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that the aggregate principal amount of additional Designated Securities which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion proportions as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which ) the Firm Shares that the defaulting Underwriter or Underwriters so agreed but failed so to purchase. To If such remaining Underwriters do not, at the extent Closing Date, take up and pay for the Firm Shares that the Designated Securities which such defaulting Underwriter or Underwriters so agreed but failed to purchase exceeds 10% purchase, the Closing Date shall be postponed for twenty-four hours to allow the several Underwriters to substitute within twenty-four hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by such postponed Closing Date, the Closing Date may, at the option of the aggregate principal amount Company, be postponed for a further twenty-four hours, if necessary, to allow the Company to find another underwriter or underwriters, satisfactory to you, to purchase the Firm Shares that the defaulting Underwriter or Underwriters so agreed but failed to purchase. If it shall be arranged for the remaining Underwriter or substituted Underwriters to take up the Firm Shares of the Designated Securities set forth opposite defaulting Underwriter or Underwriters as provided in this Section, (i) the names Company shall have the right to postpone the time of such delivery for a period of not more than seven full business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Final Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statements or supplements to the Final Prospectus that may thereby be made necessary, and (ii) the respective number of Firm Shares to be purchased by the remaining Underwriters in and substituted underwriters shall be taken as the Terms Agreement, then in basis of their underwriting obligation. If the event that said remaining Underwriters shall not take up and pay for, for all such Firm Shares so agreed to be purchased by the defaulting Underwriter or Underwriters or substitute another underwriter or underwriters as aforesaid and the Company shall not find or shall not elect to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find seek another underwriter or underwriters for said Designated Securities who such Firm Shares as aforesaid, then this Agreement shall be satisfactory terminate. In the event of any termination of this Agreement pursuant to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions preceding paragraph of this Section, including additional Designated Securities the Company shall not be liable to any Underwriter (except as provided in a principal amount equal Section 5 and in Section 7 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to 10% purchase the number of Firm Shares agreed by such Underwriter to be purchased hereunder, which Underwriter shall remain liable to the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec Company and the other Underwriters or for damages, if any, resulting from such default) be liable to the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec or the remaining Underwriters not in default, as aforesaid Company (except to the extent, if any, extent provided in this Section 8)7 hereof).

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted hereunder, fail to take up and pay for any Designated Securities to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the any Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that the aggregate principal amount of additional Designated Securities which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Hydro-Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Hydro-Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Hydro-Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Hydro-Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Hydro-Québec or the remaining Underwriters not in default, as aforesaid (except to the extent, if any, provided in this Section 8). If, in accordance with the foregoing provisions, a new underwriter or underwriters are substituted by the Underwriters or by Hydro-Québec for the defaulting Underwriter or Underwriters on the Closing Date or Hydro-Québec and the Underwriters or the Representatives shall agree to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, Hydro-Québec or the Representatives shall have the right to postpone the time of purchase of said Designated Securities for a period not exceeding five full business days from the Closing Date in order that necessary changes in the Registration Statement and Prospectus and other documents may be effected. The foregoing obligations and agreements set forth in this Section will not apply if Designated Securities are being purchased pursuant to a “firm bid” which is identified as such in the Terms Agreement. Nothing herein shall obligate any Underwriter to purchase or find an underwriter or underwriters for any Designated Securities in excess of those agreed to be purchased by such Underwriter under the terms of this Section; nor shall anything herein operate to limit any rights which Hydro-Québec may have against any Underwriter who shall for any reason other than a reason permitted hereunder fail to purchase the Designated Securities purchasable by it upon tender thereof in accordance with the terms of this Agreement. Any person substituted for an Underwriter under the provisions of this Section shall thereafter be deemed to be an Underwriter.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted hereunder, fail to take up and pay for any Designated Securities to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that the aggregate principal amount of additional Designated Securities which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec Nova Scotia shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec Nova Scotia and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec Nova Scotia shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec Nova Scotia and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec Nova Scotia or the remaining Underwriters not in default, as aforesaid (except to the extent, if any, provided in this Section 8).

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for shall ----------------------- default in its or their obligations to purchase any reason other than a reason permitted hereunder, fail to take up and pay for any Designated of the Securities to be purchased by which it or them upon tender of such Designated Securities they are obligated to purchase under this Agreement on the Closing Date in accordance with Date, and the terms hereofaggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the aggregate principal amount of all of the Securities which the Underwriters are obligated to purchase on the Closing Date, the remaining other Underwriters shall be obligated separatelyseverally, in proportion to their respective commitments under the Terms Agreementhereunder, to take up and pay for (in addition to purchase the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that . If any Underwriter or Underwriters shall so default and the aggregate principal amount of additional Designated Securities with respect to which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for default or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed defaults occur is more than 10% of the aggregate principal amount of all of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is are obligated to purchase on the Closing Date under and arrangements satisfactory to the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of Representatives and the aggregate principal amount of Designated Securities set forth opposite Company for the names purchase of such remaining Underwriters in the Terms AgreementSecurities by other persons are not made within 48 hours after such default, this Agreement shall terminate. If neither the remaining Underwriters nor Québec or substituted underwriters are required hereby or agree to take up all or part of the Securities of a defaulting Underwriter or Underwriters as provided, in this Section 10, (i) the Company shall thus find another underwriter have the right to postpone the Closing Date for a period of not more than five 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 principal amounts of Securities to be purchased by the remaining Underwriters or substituted underwriters shall be taken as the basis of their underwriting obligation for all purposes of said Designated Securities, and if Québec and this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the Underwriters or the Representatives for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate be without liability on the part of either Québec any non-defaulting Underwriter or the remaining Underwriters not in defaultCompany, as aforesaid (except for expenses to be paid or reimbursed pursuant to Section 5 and except for the extent, if any, provided in this provisions of Section 8)6.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted hereunder, shall fail to take up and pay for any Designated Securities the number of Firm Shares agreed by such Underwriter of Underwriters to be purchased by it or them hereunder upon tender of such Designated Securities on the Closing Date Firm Shares in accordance with the terms hereofhereof and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters so agreed but failed to purchase does not exceed 10% of the Firm Shares, the remaining Underwriters shall be obligated separately, severally in proportion to their respective commitments under hereunder, to take up and pay for the Terms AgreementFirm Shares of such defaulting Underwriter or Underwriters. If any Underwriter or Underwriters so defaults and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed to take up and pay for exceeds 10% of the Firm Shares, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that the aggregate principal amount of additional Designated Securities which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion proportions as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which ) the Firm Shares that the defaulting Underwriter or Underwriters so agreed but failed so to purchase. To If such remaining Underwriters do not, at the extent Closing Date, take up and pay for the Firm Shares that the Designated Securities which such defaulting Underwriter or Underwriters so agreed but failed to purchase exceeds 10% purchase, the Closing Date shall be postponed for twenty-four hours to allow the several Underwriters to substitute within twenty-four hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by such postponed Closing Date, the Closing Date may, at the option of the aggregate principal amount Company, be postponed for a further twenty-four hours, if necessary, to allow the Company to find another underwriter or underwriters, satisfactory to you, to purchase the Firm Shares that the defaulting Underwriter or Underwriters so agreed but failed to purchase. If it shall be arranged for the remaining Underwriter or substituted Underwriters to take up the Firm Shares of the Designated Securities set forth opposite defaulting Underwriter or Underwriters as provided in this Section, (i) the names Company shall have the right to postpone the time of such delivery for a period of not more than seven full business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Final Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statements or supplements to the Final Prospectus that may thereby be made necessary, and (ii) the respective number of Firm Shares to be purchased by the remaining Underwriters in and substituted underwriters shall be taken as the Terms Agreement, then in basis of their underwriting obligation. If the event that said remaining Underwriters shall not take up and pay for, for all such Firm Shares so agreed to be purchased by the defaulting Underwriter or Underwriters or substitute another underwriter or underwriters as aforesaid and the Company shall not find or shall not elect to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find seek another underwriter or underwriters for said Designated Securities who such Firm Shares as aforesaid, then this Agreement shall be satisfactory terminate. In the event of any termination of this Agreement pursuant to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions preceding paragraph of this Section, including additional Designated Securities the Company shall not be liable to any Underwriter (except as provided in a principal amount equal Section 5 and in Section 7 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to 10% purchase the number of Firm Shares agreed by such Underwriter to be purchased hereunder, which Underwriter shall remain liable to the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec Company and the other Underwriters or for damages, if any, resulting from such default) be liable to the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec or the remaining Underwriters not in default, as aforesaid Company (except to the extent, if any, extent provided in this Section 8)7 hereof).

DEFAULT BY UNDERWRITERS. If, on the Firm Securities Closing Date and as of each Option Securities Closing Date (a) If if any), any Underwriter shall fail to purchase and pay for the portion of the Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Issuer), you, as the Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Securities which the defaulting Underwriter or Underwriters shallfailed to purchase. If during such 36 hours you, for as such Representative, shall not have procured such other Underwriters, or any reason other than a reason permitted hereunderothers, fail to take up and pay for any Designated purchase the Securities agreed to be purchased by it the defaulting Underwriter or them upon tender Underwriters, then (a) if the aggregate number of shares and warrants with respect to which such Designated default shall occur does not exceed 10% of the Securities on the Closing Date in accordance with the terms hereofcovered hereby, the remaining other Underwriters shall be obligated separatelyobligated, severally, in proportion to their the respective commitments under the Terms Agreementnumbers of Securities which they are obligated to purchase hereunder, to take up and pay for (in addition to purchase the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that or (b) if the aggregate principal amount number of additional Designated Securities shares and warrants with respect to which such remaining Underwriters default shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase occur exceeds 10% of the aggregate principal amount Securities covered hereby, the Issuer or you as the Representative of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall will have the right, during an additional period of 24 hours, right to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of terminate this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec the non-defaulting Underwriters or of the remaining Underwriters not in default, as aforesaid (Issuer except to the extent, if any, extent provided in Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section, such Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8)shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted hereunder, fail shall default in its or their obligations to take up and pay for any Designated purchase Underwritten Securities to be purchased by it or them upon tender of such Designated Securities on under the applicable Terms Agreement at the Closing Date in accordance with the terms hereof, the remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up Time and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that the aggregate principal amount number of additional Designated Securities which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Underwritten Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds does not exceed 10% of the aggregate principal total number of Underwritten Securities that the Underwriters are obligated to purchase at the Closing Time, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the full amount of the Designated Underwritten Securities set forth opposite the names of that such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters shall so default and the aggregate number of Underwritten Securities with respect to which such default or defaults occur is more than 10% of the total number of Underwritten Securities and arrangements satisfactory to you and the Company for the purchase within 24 hours after of such failureUnderwritten If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or part of the Underwritten Securities of a defaulting Underwriter or Underwriters as provided in this Section 11, (i) Québec the Company shall have the right, during an additional right to postpone the Closing Time for a period of 24 hoursnot more than five 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 find another underwriter or underwriters for said Designated Securities who shall be satisfactory file any amendments to the Underwriters Registration Statement or supplements to the Representatives or Prospectus that may thereby be made necessary, and (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder respective numbers of less than all of the Designated Underwritten Securities to be delivered on the Closing Date, in which latter event each of purchased by the remaining Underwriters or substituted underwriters shall be obligated to take up and pay taken as the basis of their underwriting obligation for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% all purposes of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the applicable Terms Agreement. If neither Nothing herein contained shall relieve any defaulting Underwriter of its liability to the remaining Underwriters nor Québec shall thus find another underwriter Company or underwriters for all of said Designated Securities, and if Québec and the Underwriters or for damages occasioned by its default hereunder. Any termination of the Representatives applicable Terms Agreements pursuant to this Section 11 shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate be without liability on the part of either Québec any non-defaulting Underwriter or the remaining Underwriters not in defaultCompany, as aforesaid (except for expenses to be paid or reimbursed pursuant to Section 5 and except for the extent, if any, provided in this provisions of Section 8)6.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall, for any reason other than a reason permitted hereunder, fail shall be obligated to take up and pay for any Designated purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in Schedule II hereto to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the each remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such non-defaulting Underwriter or Underwriters agreed but failed set forth therein bears to purchase, provided that the aggregate principal amount of additional Designated Securities which such set forth therein to be purchased by all the remaining non-defaulting Underwriters; provided that the remaining non-defaulting Underwriters shall not be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% purchase any amount of Securities if the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failureexceeds one-tenth of the total principal amount of Securities, (i) Québec and any remaining non-defaulting Underwriter shall not be obligated to purchase additional Securities in an amount of more than one-ninth of the principal amount of Securities set forth in Schedule II hereto to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, during an additional period of 24 hoursbut shall not be obligated, to find another underwriter purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters for said Designated Securities who shall be satisfactory to the Underwriters or Representatives do not elect to purchase the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date under the foregoing provisions of purchase, this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec any non-defaulting Underwriter or the remaining Underwriters not Company, except that the Company will continue to be liable for the payment of expenses as set forth in default, as aforesaid (except to the extent, if any, provided Sections 4(g) and 8 hereof. Nothing contained in this Section 8)12 shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or Underwriters' Counsel may be necessary in the Registration Statement, any prospectus or in any other document or arrangement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Closing Shares or Warrants which such Underwriter has agreed to purchase and pay for on such date (a) If otherwise than by reason of any default on the part of the Company), the Representatives, or if a Representative is the defaulting Underwriter, the non-defaulting Representative and Underwriters, shall use commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Securities which the defaulting Underwriter or Underwriters shallfailed to purchase. If during such 36 hours the Representatives shall not have procured such other Underwriters, for or any reason other than a reason permitted hereunderothers, fail to take up and pay for any Designated purchase the Securities agreed to be purchased by it the defaulting Underwriter or them upon tender Underwriters, then (a) if the aggregate number of Securities with respect to which such Designated default shall occur does not exceed 10% of the Securities on the Closing Date in accordance with the terms hereofcovered hereby, the remaining other Underwriters shall be obligated separatelyobligated, severally, in proportion to their the respective commitments under the Terms Agreementnumbers of Securities which they are obligated to purchase hereunder, to take up and pay for (in addition to purchase the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that or (b) if the aggregate principal amount number of additional Designated Securities with respect to which such remaining Underwriters default shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase occur exceeds 10% of the aggregate principal amount of Securities covered hereby, the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters Company or the Representatives or (ii) Québec and will have the Underwriters or the Representatives may agree, during such period, right to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of terminate this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec the non-defaulting Underwriters or of the remaining Underwriters not in default, as aforesaid (Company except to the extent, if any, extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representatives, or if a Representative is a defaulting Underwriter, the non-defaulting Representative and Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section 8)shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for shall default in its or their obligations to purchase any reason other than a reason permitted hereunder, fail to take up and pay for any Designated of the Securities to be purchased by which it or them upon tender of such Designated Securities they are obligated to purchase under this Agreement on the Closing Date in accordance with Date, and the terms hereofaggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the aggregate principal amount of all of the Securities which the Underwriters are obligated to purchase at the Closing Date, the remaining other Underwriters shall be obligated separatelyseverally, in proportion to their respective commitments under the Terms Agreementhereunder, to take up and pay for (in addition to purchase the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that . If any Underwriter or Underwriters shall so default and the aggregate principal amount of additional Designated Securities with respect to which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for default or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed defaults occur is more than 10% of the aggregate principal amount of all of the Designated Securities set forth opposite which the names Underwriters are obligated to purchase at the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities by other persons are not made within 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or part of the Securities of a defaulting Underwriter or Underwriters as provided, in this Section 10, (i) the Terms Agreement, and such remaining Underwriters Company shall have the right but shall to postpone the Closing Date for a period of not more than five full business days, in order that the Company may effect whatever changes may thereby be obligated either to take up and pay for (made necessary in such proportion as may be agreed upon among them)the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to substitute another underwriter or underwriters to take up and pay for, file any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory amendments to the Underwriters Registration Statement or supplements to the Representatives or Prospectus which may thereby be made necessary, and (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder respective principal amounts of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of purchased by the remaining Underwriters or substituted underwriters shall be obligated to take up and pay taken as the basis of their underwriting obligation for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions all purposes of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither Nothing herein contained shall relieve any defaulting Underwriter of its liability to the remaining Underwriters nor Québec shall thus find another underwriter Company or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate be without liability on the part of either Québec any non- defaulting Underwriter or the remaining Underwriters not in defaultCompany, as aforesaid (except for expenses to be paid or reimbursed pursuant to Section 5 and except for the extent, if any, provided in this provisions of Section 8)6.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted shall default in its obligations to purchase Preferred Securities hereunder, fail to take up and pay for any Designated Securities to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the remaining Underwriters other Underwriter shall be obligated separately, in proportion to their respective commitments under purchase the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Preferred Securities which such defaulting Underwriter agreed but failed to purchase; provided, however, that the non- defaulting Underwriter shall be under no obligation to purchase such Preferred Securities to the extent that the number of such Preferred Securities is more than 110% of the Underwriter's underwriting commitment set forth in Schedule I. In the event that both Underwriters default or Underwriters the non-defaulting Underwriter is not obligated under the above paragraph to purchase the Preferred Securities which the defaulting Underwriter agreed but failed to purchase, provided the Underwriters may in their discretion arrange for another party or parties to purchase such Preferred Securities on the terms contained herein. If within one business day after such default the Underwriters do not arrange for the purchase of such Preferred Securities, then the Company shall be entitled to a further period of one business day within which to procure another party or parties satisfactory to the Underwriters to purchase such Preferred Securities on such terms. In the event that the aggregate principal amount Underwriters or the Company do not arrange for the purchase of additional Designated any Preferred Securities to which such remaining Underwriters a default relates as provided above, this Agreement shall be obligated pursuant to this Section terminated. If the remaining Underwriter or substituted underwriters are required hereby or agree to take up and pay for all or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% a part of the aggregate principal amount Preferred Securities of the Designated Securities set forth opposite the names of such remaining a defaulting Underwriter or Underwriters as provided in the Terms Agreementthis Section 10, and such remaining Underwriters (i) you shall have the right but shall to postpone the Closing Date for a period of not be obligated either more than seven (7) days, in order to take up and pay for (in such proportion as may be agreed upon among them)effect any changes that, or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period opinion of 24 hours, to find another underwriter or underwriters counsel for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives Company, may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or agreements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which, in its opinion, may thereby be made necessary and (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder respective numbers of less than all of the Designated Preferred Securities to be delivered on the Closing Date, in which latter event each of purchased by the remaining Underwriters shall be obligated to take up and pay Underwriter or obligation for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions all purposes of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec Nothing herein contained shall thus find another underwriter or underwriters relieve any defaulting Underwriter of any liability it may have for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec or the remaining Underwriters not in default, as aforesaid (except to the extent, if any, provided in this Section 8)damages occasioned by its default hereunder.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities which such Underwriter has agreed to purchase and pay for on such date (a) If otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities, which the defaulting Underwriter or Underwriters shallfailed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, for or any reason other than a reason permitted hereunderothers, fail to take up and pay for any Designated purchase the Closing Securities agreed to be purchased by it the defaulting Underwriter or them upon tender Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such Designated Securities on default shall occur does not exceed 10% of the Closing Date in accordance with the terms hereofSecurities covered hereby, the remaining other Underwriters shall be obligated separatelyobligated, severally, in proportion to their the respective commitments under the Terms Agreementnumbers of Closing Securities which they are obligated to purchase hereunder, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on purchase the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that or (b) if the aggregate principal amount number of additional Designated Closing Securities with respect to which such remaining Underwriters default shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase occur exceeds 10% of the aggregate principal amount of Closing Securities covered hereby, the Designated Securities set forth opposite Company or the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall Representative will have the right, during an additional period of 24 hours, right to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of terminate this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec the non-defaulting Underwriters or of the remaining Underwriters not in default, as aforesaid (Company except to the extent, if any, extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8)shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted hereunder, fail shall default in its or their obligations to take up and pay for any Designated Securities to be purchased by it or them upon tender purchase shares of such Designated Securities Firm Stock hereunder on the Closing Date in accordance with and the terms hereofaggregate number of shares of Firm Stock which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares which the Underwriters are obligated to purchase at the Closing Date, the remaining other Underwriters shall be obligated separatelyseverally, in proportion to their respective commitments under the Terms Agreementhereunder, to take up and pay for (in addition to purchase the principal amount shares of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities Stock which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters shall so default and the aggregate number of shares of Stock with respect to which such default or defaults occur is more than 10% of the total number of shares underwritten and arrangements satisfactory to the Representatives and the Company for the purchase of such shares of Firm Stock by other persons are not made within 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or part of the shares of Firm 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 for a period of not more than five full business days, in order that the aggregate principal amount 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 additional Designated Securities which such shares of Firm Stock to be purchased by the remaining Underwriters or substituted underwriters shall be obligated 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 Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who 12 shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec any non-defaulting Underwriter or the remaining Underwriters not in defaultCompany, as aforesaid (except for expenses to be paid or reimbursed pursuant to Section 6 and except for the extent, if any, provided in this provisions of Section 8)7.

DEFAULT BY UNDERWRITERS. If on the Closing Date, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, which such Underwriter has agreed to purchase and pay for on such date (a) If otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities, which the defaulting Underwriter or Underwriters shallfailed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, for or any reason other than a reason permitted hereunderothers, fail to take up and pay for any Designated purchase the Closing Securities agreed to be purchased by it the defaulting Underwriter or them upon tender Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such Designated Securities on default shall occur does not exceed 10% of the Closing Date in accordance with the terms hereofSecurities covered hereby, the remaining other Underwriters shall be obligated separatelyobligated, severally, in proportion to their the respective commitments under the Terms Agreementnumbers of Closing Securities which they are obligated to purchase hereunder, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on purchase the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that or (b) if the aggregate principal amount number of additional Designated Closing Securities with respect to which such remaining Underwriters default shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase occur exceeds 10% of the aggregate principal amount of Closing Securities covered hereby, the Designated Securities set forth opposite Company or the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall Representative will have the right, during an additional period of 24 hours, right to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of terminate this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec the non-defaulting Underwriters or of the remaining Underwriters not in default, as aforesaid (Company except to the extent, if any, extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8)shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted hereunder, fail to take up and pay for any Designated Securities Notes to be purchased by it or them upon tender of such Designated Securities Notes on the Closing Date in accordance with the terms hereofhereof and the Terms Agreement, the remaining Underwriters shall be obligated separately, in proportion to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities Notes to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities any Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that the aggregate principal amount of additional Designated Securities Notes which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities Notes set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities Notes which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities Notes set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Hydro-Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities Notes who shall be satisfactory to the Underwriters or the Representatives or (ii) Hydro-Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities Notes to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities Notes which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities Notes in a principal amount equal to 10% of the aggregate principal amount of Designated Securities Notes set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Hydro-Québec shall thus find another underwriter or underwriters for all of said Designated SecuritiesNotes, and if Hydro-Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated SecuritiesNotes, such Terms Agreement shall terminate without liability on the part of either Hydro-Québec or the remaining Underwriters not in default, as aforesaid (except to the extent, if any, provided in this Section 8). If, in accordance with the foregoing provisions, a new underwriter or underwriters are substituted by the Underwriters or by Hydro-Québec for the defaulting Underwriter or Underwriters on the Closing Date or Hydro-Québec and the Underwriters or the Representatives shall agree to proceed with the sale and delivery hereunder of less than all of the Notes to be delivered on the Closing Date, Hydro-Québec or the Representatives shall have the right to postpone the time of purchase of said Notes for a period not exceeding five full business days from the Closing Date in order that necessary changes in the Registration Statement and Prospectus and other documents may be effected. The foregoing obligations and agreements set forth in this Section will not apply if Notes are being purchased pursuant to a "firm bid" which is identified as such in the Terms Agreement. Nothing herein shall obligate any Underwriter to purchase or find an underwriter or underwriters for any Notes in excess of those agreed to be purchased by such Underwriter under the terms of this Section; nor shall anything herein operate to limit any rights which Hydro-Québec may have against any Underwriter who shall for any reason other than a reason permitted hereunder fail to purchase the Notes purchasable by it upon tender thereof in accordance with the terms of this Agreement and of the Terms Agreement. Any person substituted for an Underwriter under the provisions of this Section shall thereafter be deemed to be an Underwriter.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shallshall ----------------------- default in its or their obligations to purchase any of the Shares which it or they are obligated to purchase under this Agreement on the First Closing Date (including, for without limitation, any reason other than a reason permitted hereunder, fail to take up and pay for any Designated Securities Optional Shares to be purchased by it or them upon tender of such Designated Securities on the First Closing Date in accordance with Date), and the terms hereofaggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Shares which the Underwriters are obligated to purchase at the First Closing Date, the remaining other Underwriters shall be obligated separatelyseverally, in proportion to their respective commitments under the Terms Agreementhereunder, to take up and pay for (in addition to purchase the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters shall so default and the aggregate number of Shares with respect to which such default or defaults occur is more than 10% of the total number of Shares which the Underwriters are obligated to purchase at the First Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or part of the Shares of a defaulting Underwriter or Underwriters as provided in this Section 10, (i) the Company shall have the right to postpone the First Closing Date for a period of not more than five full business days, in order that the aggregate principal amount 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 additional Designated Securities which such Shares to be purchased by the remaining Underwriters or substituted underwriters shall be obligated 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 Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who 10 shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec any non-defaulting Underwriter or the remaining Underwriters not in defaultCompany, as aforesaid (except for expenses to be paid or reimbursed pursuant to Section 5 and except for the extent, if any, provided in this provisions of Section 8)6.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Closing Securities, which such Underwriter has agreed to purchase and pay for on such date (a) If otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities, which the defaulting Underwriter or Underwriters shallfailed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, for or any reason other than a reason permitted hereunderothers, fail to take up and pay for any Designated purchase the Closing Securities agreed to be purchased by it the defaulting Underwriter or them upon tender Underwriters, then (a) if the aggregate number of Closing Securities with respect to which such Designated Securities on default shall occur does not exceed 10% of the Closing Date in accordance with the terms hereofSecurities covered hereby, the remaining other Underwriters shall be obligated separatelyobligated, severally, in proportion to their the respective commitments under the Terms Agreementnumbers of Closing Securities which they are obligated to purchase hereunder, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on purchase the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that or (b) if the aggregate principal amount number of additional Designated Closing Securities with respect to which such remaining Underwriters default shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase occur exceeds 10% of the aggregate principal amount of Closing Securities covered hereby, the Designated Securities set forth opposite Company or the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall Representative will have the right, during an additional period of 24 hours, right to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of terminate this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec the non-defaulting Underwriters or of the remaining Underwriters not in default, as aforesaid (Company except to the extent, if any, extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8)shall not relieve any defaulting Underwriter from its obligations or any liabilities hereunder.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or defaults in the performance of its obligations under this Agreement, the remaining non_defaulting Underwriters shall, for any reason other than a reason permitted hereunder, fail shall be obligated to take up and pay for any Designated purchase the Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities set forth in Schedule II hereto to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the each remaining Underwriters shall be obligated separately, in proportion non_defaulting Underwriter set forth therein bears to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that the aggregate principal amount of additional Designated Securities which such set forth therein to be purchased by all the remaining non_defaulting Underwriters; provided that the remaining non_defaulting Underwriters shall not be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% purchase any amount of Securities if the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failureexceeds one_tenth of the total principal amount of Securities, (i) Québec and any remaining non_defaulting Underwriter shall not be obligated to purchase additional Securities in an amount of more than one_ninth of the principal amount of Securities set forth in Schedule II hereto to be purchased by it. If the foregoing maximums are exceeded, the remaining non_defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, during an additional period of 24 hoursbut shall not be obligated, to find another underwriter purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters for said Designated Securities who shall be satisfactory to the Underwriters or Representatives do not elect to purchase the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date under the foregoing provisions of purchase, this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec any non_defaulting Underwriter, the Company or the remaining Underwriters not Guarantor, except that the Company and the Guarantor will continue to be liable for the payment of expenses as set forth in default, as aforesaid (except to the extent, if any, provided Sections 4(g) and 8 hereof. Nothing contained in this Section 8)12 shall relieve a defaulting Underwriter of any liability it may have to the Company or the Guarantor for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or Underwriters' Counsel may be necessary in the Registration Statement, any prospectus or in any other document or arrangement.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted hereunder, fail shall default in its or their obligations to take up and pay for any Designated purchase Underwritten Securities to be purchased by it or them upon tender of such Designated Securities on under the applicable Terms Agreement at the Closing Date in accordance with Time and the terms hereofaggregate principal amount of Underwritten Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Underwritten Securities which the Underwriters are obligated to purchase at the Closing Time, the remaining other Underwriters shall be obligated separatelyseverally, in proportion to their respective commitments under the Terms Agreementhereunder, to take up and pay for (in addition to purchase the principal full amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Underwritten Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that . If any Underwriter or Underwriters shall so default and the aggregate principal amount of additional Designated Underwritten Securities with respect to which such default or defaults occur is more than 10% of the total principal amount of Underwritten Securities and arrangements satisfactory to you and the Company for the purchase of such Underwritten Securities by other persons are not made within 48 hours after such default, the applicable Terms Agreement shall terminate. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or part of the Underwritten Securities of a defaulting Underwriter or Underwriters as provided in this Section 11, (i) the Company shall have the right to postpone the Closing Time for a period of not more than five 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 principal amounts of Underwritten Securities to be purchased by the remaining Underwriters or substituted underwriters shall be obligated taken as the basis of their underwriting obligation for all purposes of the applicable Terms Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the Underwriters for damages occasioned by its default hereunder. Any termination of the applicable Terms Agreements pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who 11 shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec any non-defaulting Underwriter or the remaining Underwriters not in defaultCompany, as aforesaid (except for expenses to be paid or reimbursed pursuant to Section 5 and except for the extent, if any, provided in this provisions of Section 8)6.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shall, for any reason other than a reason permitted hereunder, fail shall default in its or their obligations to take up and pay for any Designated Securities to be purchased by it or them upon tender purchase shares of such Designated Securities Firm Stock hereunder on the Closing Date in accordance with and the terms hereofaggregate number of shares of Firm Stock which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares which the Underwriters are obligated to purchase at the Closing Date, the remaining other Underwriters shall be obligated separatelyseverally, in proportion to their respective commitments under the Terms Agreementhereunder, to take up and pay for (in addition to purchase the principal amount shares of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities Firm Stock which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters shall so default and the aggregate number of shares of Firm Stock with respect to which such default or defaults occur is more than 10% of the total number of shares underwritten and arrangements satisfactory to the Representatives and the Company for the purchase of such shares of Firm Stock by other persons are not made within 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or part of the shares of Firm Stock of a defaulting Underwriter or Underwriters as provided in this Section 11, (i) the Company shall have the right to postpone the Closing Date for a period of not more than five full business days, in order that the aggregate principal amount 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 additional Designated Securities which such shares of Firm Stock to be purchased by the remaining Underwriters or substituted underwriters shall be obligated 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 Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who 11 shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec any non-defaulting Underwriter or the remaining Underwriters not in defaultCompany, as aforesaid (except for expenses to be paid or reimbursed pursuant to Section 5 and except for the extent, if any, provided in this provisions of Section 8)6.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shallshall default in its or their obligations to purchase any of the Shares which it or they are obligated to purchase under this Agreement on the First Closing Date (including, for without limitation, any reason other than a reason permitted hereunder, fail to take up and pay for any Designated Securities Optional Shares to be purchased by it or them upon tender of such Designated Securities on the First Closing Date in accordance with Date), and the terms hereofaggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Shares which the Underwriters are obligated to purchase at the First Closing Date, the remaining other Underwriters shall be obligated separatelyseverally, in proportion to their respective commitments under the Terms Agreementhereunder, to take up and pay for (in addition to purchase the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that . If any Underwriter or Underwriters shall so default and the aggregate principal amount number of additional Designated Securities Shares with respect to which such remaining Underwriters shall be obligated pursuant to this Section to take up and pay for default or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed defaults occur is more than 10% of the aggregate principal amount total number of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities Shares which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is are obligated to purchase on the First Closing Date under and arrangements satisfactory to the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of Representatives and the aggregate principal amount of Designated Securities set forth opposite Company for the names purchase of such remaining Underwriters in the Terms AgreementShares by other persons are not made within 48 hours after such default, this Agreement shall terminate. If neither the remaining Underwriters nor Québec or substituted Underwriters are required hereby or agree to take up all or part of the Shares of a defaulting Underwriter or Underwriters as provided in this Section 11, (i) the Company shall thus find another underwriter have the right to postpone the First Closing Date for a period of not more than five full business days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or underwriters 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 Firm 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 said Designated Securities, and if Québec and this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the Underwriters or the Representatives for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 11 shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate be without liability on the part of either Québec any non-defaulting Underwriter or the remaining Underwriters not in defaultCompany, as aforesaid (except for expenses to be paid or reimbursed pursuant to Section 5 and except for the extent, if any, provided in this provisions of Section 8)6.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or Underwriters shallshall default in its or their obligations to purchase any of the Shares which it or they are obligated to purchase under this Agreement on the First Closing Date (including, for without limitation, any reason other than a reason permitted hereunder, fail to take up and pay for any Designated Securities Optional Shares to be purchased by it or them upon tender of such Designated Securities on the First Closing Date in accordance with Date), and the terms hereofaggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Shares which the Underwriters are obligated to purchase at the First Closing Date, the remaining other Underwriters shall be obligated separatelyseverally, in proportion to their respective commitments under the Terms Agreementhereunder, to take up and pay for (in addition to purchase the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters shall so default and the aggregate number of Shares with respect to which such default or defaults occur is more than 10% of the total number of Shares which the Underwriters are obligated to purchase at the First Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or part of the Shares of a defaulting Underwriter or Underwriters as provided in this Section 12, (i) the Company shall have the right to postpone the First Closing Date for a period of not more than five full business days, in order that the aggregate principal amount 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 additional Designated Securities which such Shares to be purchased by the remaining Underwriters or substituted underwriters shall be obligated 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 Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who 12 shall be satisfactory to the Underwriters or the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec any non-defaulting Underwriter or the remaining Underwriters not in defaultCompany, as aforesaid (except for expenses to be paid or reimbursed pursuant to Section 7 and except for the extent, if any, provided in this provisions of Section 8)8.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Closing Shares or Closing Warrants which such Underwriter has agreed to purchase and pay for on such date (a) If otherwise than by reason of any default on the part of the Company), the Representatives, or if a Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Securities which the defaulting Underwriter or Underwriters shallfailed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, for or any reason other than a reason permitted hereunderothers, fail to take up and pay for any Designated purchase the Securities agreed to be purchased by it the defaulting Underwriter or them upon tender Underwriters, then (a) if the aggregate number of Securities with respect to which such Designated default shall occur does not exceed 10% of the Securities on the Closing Date in accordance with the terms hereofcovered hereby, the remaining other Underwriters shall be obligated separatelyobligated, severally, in proportion to their the respective commitments under the Terms Agreementnumbers of Securities which they are obligated to purchase hereunder, to take up and pay for (in addition to purchase the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that or (b) if the aggregate principal amount number of additional Designated Securities with respect to which such remaining Underwriters default shall be obligated pursuant to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase occur exceeds 10% of the aggregate principal amount of Securities covered hereby, the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the right, during an additional period of 24 hours, to find another underwriter or underwriters for said Designated Securities who shall be satisfactory to the Underwriters Company or the Representatives or (ii) Québec and will have the Underwriters or the Representatives may agree, during such period, right to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Securities which it is obligated to purchase on the Closing Date under the foregoing provisions of terminate this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec the non-defaulting Underwriters or of the remaining Underwriters not in default, as aforesaid (Company except to the extent, if any, extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representatives, or if a Representative is a defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section 8)shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If any Underwriter or defaults in the performance of its obligations under this Agreement, the remaining nondefaulting Underwriters shall, for any reason other than a reason permitted hereunder, fail shall be obligated to take up and pay for any Designated purchase the Underwritten Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Underwritten Securities set forth in the Underwriting Agreement to be purchased by it or them upon tender of such Designated Securities on the Closing Date in accordance with the terms hereof, the each remaining Underwriters shall be obligated separately, in proportion nondefaulting Underwriter set forth therein bears to their respective commitments under the Terms Agreement, to take up and pay for (in addition to the principal amount of Designated Securities to be delivered to them on the Closing Date), or to find another underwriter or underwriters to take up and pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, provided that the aggregate principal amount of additional Designated Underwritten Securities which such set forth therein to be purchased by all the remaining nondefaulting Underwriters; provided that the remaining nondefaulting Underwriters shall not be obligated pursuant hereby to this Section to take up and pay for or find another underwriter or underwriters to take up and pay for on the Closing Date shall not exceed 10% of purchase any Underwritten Securities if the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, and such remaining Underwriters shall have the right but shall not be obligated either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters to take up and pay for, any remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but failed so to purchase. To the extent that the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of the Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement, then in the event that said remaining Underwriters shall not take up and pay for, or substitute another underwriter or underwriters to take up and pay for, all the Designated Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase within 24 hours after such failureexceeds 9.09% of the total principal amount of Underwritten Securities, (i) Québec and any remaining nondefaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Underwritten Securities set forth in the Underwriting Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining nondefaulting Underwriters, or those other underwriters satisfactory to the Representative who so agree, shall have the right, during an additional period of 24 hoursbut shall not be obligated, to find another underwriter purchase, in such proportion as may be agreed upon among them, all the Underwritten Securities. If the foregoing maximums are exceeded and the remaining Underwriters or other underwriters for said Designated Securities who shall be satisfactory to the Underwriters or Representative do not elect to purchase the Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during such period, to proceed with the sale and delivery hereunder of less than all of the Designated Securities to be delivered on the Closing Date, in which latter event each of the remaining Underwriters shall be obligated to take up and pay for the amount of Designated Underwritten Securities which it is obligated the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date under the foregoing provisions of purchase, this Section, including additional Designated Securities in a principal amount equal to 10% of the aggregate principal amount of Designated Securities set forth opposite the names of such remaining Underwriters in the Terms Agreement. If neither the remaining Underwriters nor Québec shall thus find another underwriter or underwriters for all of said Designated Securities, and if Québec and the Underwriters or the Representatives shall not thus agree to proceed with the sale and delivery hereunder of less than all of said Designated Securities, such Terms Agreement shall terminate without liability on the part of either Québec any nondefaulting Underwriter or the Company. Nothing contained in this Paragraph 3 shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If the remaining Underwriters not in default, as aforesaid (except or other underwriters satisfactory to the extentRepresentative are obligated or agree to purchase the Underwritten Securities of a defaulting or withdrawing Underwriter, if anyeither the Representative or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of the Company or the Representative may be necessary in the Registration Statement, provided the Prospectus or in this Section 8)any other document or arrangement.