Common use of Defaulting Underwriters Clause in Contracts

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities Bonds set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities Bonds of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Bonds set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities Bonds that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities Bonds without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Bonds and the aggregate amount of such Securities Bonds with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities Bonds to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities Bonds are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative(s) may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative(s) and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Representative(s) or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities Bonds set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities Bonds of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Bonds set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities Bonds that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities Bonds without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Bonds and the aggregate amount of such Securities Bonds with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Securities Bonds to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities Bonds are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally and not jointly in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Managers and the Company Issuers for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyIssuers. In any such case either the Representatives Managers or the Company Issuers shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such datedate and such failure to purchase shall constitute a default in the performance of its obligations hereunder, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Managers or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Debt Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Debt Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Debt Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount of such Debt Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Debt Securities and the aggregate amount of such Debt Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Debt Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Debt Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven days, in order that the required changes, if any, in the Registration Statement Statement, in the Pricing Disclosure Package and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters' Securities and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Securities of such Underwriter or Underwriters to be purchased on such datethe Closing Date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount number of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date; provided that in no event shall the amount number of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9(a) by an amount in excess of one-ninth of such amount number of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount number of such Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case case, either the Representatives you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter underwriting under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of out-of-pocket expenses (including the fees and disbursements of their its counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto Units that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Securities which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Securities of such Underwriter or Underwriters Units to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Securities Firm Units set forth opposite their respective names in Schedule I hereto bears to the aggregate amount number of such Securities Firm Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Underwriters may specify, to purchase the Securities which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Securities Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such amount number of such Securities Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Firm Units and the aggregate amount number of such Securities Firm Units with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Securities Firm Units to be purchased on such date, and arrangements satisfactory to the Representatives Underwriters and the Company Partnership for the purchase of such Securities Firm Units are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyMarkWest Parties, except that the MarkWest Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 7 and 10. In any such case either case, the Representatives Underwriters or the Company MarkWest Parties shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and Statement, in the Pricing Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth . As used in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters term “Underwriter” includes, for all out purposes of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or unless the offering contemplated hereundercontext requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 11, purchases Units that a defaulting Underwriter agreed but failed to purchase.

Defaulting Underwriters. (a) If, on at the Closing DateTime, any one or more of the Underwriters shall default in its or their obligations to take up and pay for the Securities or otherwise fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that which it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other non-defaulting Underwriters may make arrangements satisfactory to the Company and the non-defaulting Underwriters for the purchase of such Securities, but if no such arrangements are made, the non-defaulting Underwriters shall be obligated severally in the proportions that which the aggregate principal amount of such Securities set forth opposite their respective names in Schedule I hereto this Agreement bears to the aggregate principal amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Securities that which any non-defaulting Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 paragraph by an amount in excess of one-ninth of such principal amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. In any such case either the Representatives or the Company shall have the right to postpone the Closing DateTime, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Securities, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Company. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities Bonds set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities Bonds of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Bonds set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities Bonds that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities Bonds without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Bonds and the aggregate amount of such Securities Bonds with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Securities Bonds to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Securities Bonds are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, If on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such datedate and such failure to purchase shall constitute a default in the performance of its obligations hereunder, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities Bonds set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities Bonds of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Bonds set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities Bonds that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities Bonds without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Bonds and the aggregate amount of such Securities Bonds with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities Bonds to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities Bonds are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities Notes set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities Notes of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Notes set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Notes and the aggregate amount of such Securities Notes with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Securities Notes to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Securities Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto Notes that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters Notes to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Notes set forth opposite their respective names in Schedule I A hereto bears to the aggregate amount of such Securities Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Securities Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Notes and the aggregate amount of such Securities Notes with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Securities Notes to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Securities of such Underwriter or Underwriters ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Securities Firm ADSs set forth opposite their respective names in Schedule I hereto bears to the aggregate amount number of such Securities Firm ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Securities ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-ninth of such amount number of such Securities ADSs without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Firm ADSs and the aggregate amount number of such Securities Firm ADSs with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Securities Firm ADSs to be purchased on such date, and arrangements satisfactory to the Representatives and Representatives, the Company for the purchase of such Securities Firm ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such datedate and such failure to purchase shall constitute a default in the performance of its obligations hereunder, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Managers or the Company shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Managers and the Company Issuers for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyIssuers. In any such case either the Representatives Managers or the Company Issuers shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Lead Managers may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Lead Managers and the Company Bank for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyBank. In any such case either the Representatives Lead Managers or the Company Bank shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company Bank to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company Bank shall be unable to perform its obligations under this Agreement, the Company Bank will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities Notes set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities Notes of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Notes set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Notes and the aggregate amount of such Securities Notes with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Securities Notes to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company Issuers for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyIssuers. In any such case either the Representatives Manager or the Company Issuers shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Debt Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Debt Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Debt Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount of such Debt Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Debt Securities and the aggregate amount of such Debt Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Debt Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Debt Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase the Underwritten Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwritten Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwritten Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwritten Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwritten Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwritten Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwritten Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such the amount of such Underwritten Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwritten Securities and the aggregate amount of such Underwritten Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwritten Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwritten Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Underwritten Securities.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such the Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such the Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such the Offered Securities that it has or they have agreed to purchase and the aggregate amount of such the Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such the Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this the Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Representative or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this the Underwriting Agreement. (b) . If this the Underwriting Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this the Underwriting Agreement, or if for any reason the Company shall be unable to perform its obligations under this the Underwriting Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated the Underwriting Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this the Underwriting Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, on the Closing Date or Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Underwriters' Securities which it or they have agreed to purchase hereunder on such Securities date and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate principal amount of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Option Securities to be purchased, the non- defaulting Underwriters shall have the option to (a) terminate their obligation hereunder to purchase Option Securities or (b) purchase not less than the principal amount of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such datedate and such failure to purchase shall constitute a default in the performance of its obligations hereunder, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Managers or the Company shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company or the Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Guarantor shall be unable to perform its obligations under this Agreement, the Company and the Guarantor will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative(s) may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative(s) and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Representative(s) or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 SECTION 9 by an amount in excess of one-ninth of such amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters' Securities and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either the Representatives Managers or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Designated Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such datedate (other than by reason of any condition set forth in Section 5 hereof not being satisfied), and the aggregate amount of such Designated Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Designated Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Designated Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Designated Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Designated Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Designated Securities and the aggregate amount of such Designated Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Designated Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company Depositor for the purchase of such Designated Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyDepositor. In any such case either the Representatives Manager or the Company Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company Depositor, and if the Trust is a party to this Agreement, the Trust, to comply with the terms or to fulfill any of the conditions of this AgreementAgreement in all material respects, or if for any reason the Company Depositor, and if the Trust is a party to this Agreement, the Trust, shall be unable to perform its obligations under this Agreement, the Company Depositor and, if applicable, the Trust, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities Notes set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities Notes of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Notes set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Notes and the aggregate amount of such Securities Notes with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Securities Notes to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities number of such Underwriter or Underwriters Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Securities Firm Shares set forth opposite their respective names in Schedule I hereto C bears to the aggregate amount number of such Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the such Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 20 by an amount in excess of one-ninth of such amount number of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Firm Shares and the aggregate amount number of such Securities Firm Shares with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Securities Firm Shares are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and Statement, in the Pricing Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (i) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto Offered ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one tenth of the aggregate amount number of the Securities of such Underwriter or Underwriters Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Securities Firm ADSs set forth opposite their respective names in Schedule I hereto A bears to the aggregate amount number of such Securities Firm ADSs set forth opposite the names of all such non-non defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Securities Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-one ninth of such amount number of such Securities Offered ADSs without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Firm ADSs and the aggregate amount number of such Securities Firm ADSs with respect to which such default occurs is more than one tenth of the aggregate amount number of such Securities Firm ADSs to be purchased on such date, and arrangements satisfactory to the Representatives you (excluding any defaulting Underwriter) and the Company for the purchase of such Securities Firm ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and Statement, in the Pre-Pricing Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Optional ADSs and the aggregate number of Optional ADSs with respect to which such default occurs is more than one tenth of the aggregate number of Optional ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Optional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Optional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto Firm Units that it has or they have agreed to purchase hereunder on such datehereunder, and the aggregate amount number of such Securities which Firm Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Securities of such Firm Units, each non-defaulting Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally obligated, severally, in the proportions that proportion in which the amount number of such Securities Firm Units set forth opposite their respective names its name in Schedule I hereto bears to the aggregate amount number of such Securities Firm Units set forth opposite the names of all such non-defaulting Underwriters, Underwriters or in such other proportions proportion as the Representatives Underwriters may specifyspecify in the Agreement Among Underwriters, to purchase the Securities which Firm Units that such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase on such date; provided that in no event shall the amount purchase. If any one or more of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Firm Units and the aggregate amount number of such Securities Firm Units with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Securities to be purchased on such date, Firm Units and arrangements satisfactory to the Representatives Underwriters and the Company Partnership Parties for the purchase of such Securities Firm Units are not made within 36 48 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the CompanyPartnership Parties. In any such case that does not result in termination of this Agreement, either the Representatives Underwriters or the Company Partnership Parties shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any such default of any such Underwriter or Underwriters under this Agreement. (b) If . The term “Underwriter” as used in this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedincludes, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or if for any reason the Company shall be unable refuses, to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunderpurchase.

Defaulting Underwriters. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Offered Capital Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder under the Underwriting Agreement on such date, and the aggregate amount number of such Offered Capital Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Offered Capital Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Firm Capital Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount number of such Firm Capital Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Capital Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Offered Capital Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount number of such Offered Capital Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Firm Capital Securities and the aggregate amount number of such Firm Capital Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Firm Capital Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Capital Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySpecified Issuer Trust. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Capital Securities and the aggregate number of Additional Capital Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Capital Securities to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation to purchase Additional Capital Securities or (ii) purchase not less than the number of Additional Capital Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company or the Specified Issuer Trust to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Specified Issuer Trust shall be unable to perform its obligations under this Agreement, the Company will and the Specified Issuer Trust jointly and severally agree to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, If on the Closing Date [or the Option Closing Date, as the case may be,] any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date [or the Option Closing Date, as the case may be,] any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date [or the Option Closing Date, as the case may be,] but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount (if Debt Securities) or number of such shares (if Preferred Stock) of Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount (if Debt Securities) or number of shares (if Preferred Stock) of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount (if Debt Securities) or number of such shares (if Preferred Stock) of Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate principal amount (if Debt Securities) or number of such shares (if Preferred Stock) of Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters' Securities and the aggregate principal amount (if Debt Securities) or number of such shares (if Preferred Stock) of Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate principal amount (if Debt Securities) or number of such shares (if Preferred Stock) of Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 6(g) and 7. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Underwriting Agreement as a result of Delayed Delivery Contracts entered into by the Company. If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this AgreementAgreement (in each case other than because of termination pursuant to the immediately preceding paragraph or pursuant to Section 8), the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities Bonds set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities Bonds of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Bonds set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities Bonds set forth opposite the names of all such non-non- defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities Bonds that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities Bonds without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Bonds and the aggregate amount of such Securities Bonds with respect to which such default occurs is more than one one- tenth of the aggregate amount of such Securities Bonds to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Securities Bonds are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Firm Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount number of such Firm Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Offered Securities that any Underwriter has agreed to purchase pursuant to this the Underwriting Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount number of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Firm Offered Securities and the aggregate amount number of such Firm Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Firm Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Offered Securities and the aggregate number of Additional Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Offered Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Offered Securities or (ii) purchase not less than the number of Additional Offered Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderOffered Securities.

Defaulting Underwriters. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Preferred Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Preferred Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Preferred Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount number of such Preferred Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Preferred Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount a number in excess of one-ninth of such amount number of such Preferred Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Preferred Securities to be purchased on such Securities date and the aggregate amount number of such Preferred Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Preferred Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Preferred Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Preferred Securities to be purchased on such date and the aggregate number of Preferred Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Preferred Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Preferred Securities to be purchased on such date or (ii) purchase not less than the number of Preferred Securities that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Trust or the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Trust or the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Preferred Securities. Nothing in the foregoing sentence shall limit the Company's obligations to pay expenses as provided in Section 5.

Defaulting Underwriters. (a) If, on the Closing DateDate or a Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters' Securities and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph If, on a Date of Delivery, any Underwriter or Underwriters shall not relieve any defaulting Underwriter from liability in fail or refuse to purchase Underwriters' Securities to be purchased on such date and the aggregate number of Underwriters' Securities with respect to which such default occurs is more than one-tenth of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.the

Defaulting Underwriters. (a) If, on the Closing Date or the Option Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Underwriters' Equity Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Underwriters' Equity Units set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Securities Underwriters' Equity Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Underwriters' Equity Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities Underwriters' Equity Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Underwriters' Equity Units and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Securities Underwriters' Equity Units to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate number of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Option Securities to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Securities or (ii) purchase not less than the number of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-non- defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, If on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters’ Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwriters’ Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters’ Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters’ Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters’ Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters’ Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwriters’ Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Underwriters’ Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters’ Securities and the aggregate amount of such Underwriters’ Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters’ Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters’ Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities; provided that the Company shall have no further liability to any Underwriter (including any liability for damages, including loss of anticipated profits) for any termination of this Agreement, except as provided in Section 7 hereof.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Offered Securities set forth opposite their respective names in Schedule I hereto herein bears to the aggregate amount number of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives non-defaulting Underwriters may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount number of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount number of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Offered Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination, either the Representatives non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms of this Agreement or to fulfill any of the conditions of this AgreementAgreement set forth in Section 4 hereof, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will agrees to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Securities of such Underwriter or Underwriters ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Securities Firm ADSs set forth opposite their respective names in Schedule I hereto II bears to the aggregate amount number of such Securities Firm ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Securities ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount number of such Securities ADSs without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Firm ADSs and the aggregate amount number of such Securities Firm ADSs with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Securities Firm ADSs to be purchased on such date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Securities Firm ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Shareholders. In any such case either the Representatives Managers or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . 40 If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company any Seller shall be unable to perform its obligations under this Agreement, the Company Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Offered Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount number of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount a number in excess of one-ninth of such amount number of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities to be purchased on such Securities date and the aggregate amount number of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities to be purchased on such date and the aggregate number of Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Offered Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Offered Securities to be purchased on such date or (ii) purchase not less than the number of Offered Securities that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities. Nothing in the foregoing sentence shall limit the Company's obligations to pay expenses as provided in Section 5.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of ----------------------- the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters' Securities and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more ----------------------- of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered -------- Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-one- ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one- tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing DateDate or the Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Initial Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount of such Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Initial Securities and the aggregate amount of such Initial Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Initial Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Initial Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If on the Date of Delivery any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate amount of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Option Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Securities or (ii) purchase not less than the amount of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder."

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters' Securities and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . 16 Next Page If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities. 9.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such 8071526 Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Firm Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount number of such Firm Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Offered Securities that any Underwriter has agreed to purchase pursuant to this the Underwriting Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount number of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Firm Offered Securities and the aggregate amount number of such Firm Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Firm Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Offered Securities and the aggregate number of Additional Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Offered Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Offered Securities or (ii) purchase not less than the number of Additional Offered Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any 7996289 Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of ----------------------- the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided -------- that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such 6477224 Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of ----------------------- the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided provided, however, that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters' Securities and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either the Representatives Managers or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of ----------------------- the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided -------- that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters' Securities and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-non- defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters' Securities and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case case, either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination them (other than pursuant to Section 9 hereof 8(a)(ii), Section 8(a)(iv) or Section 9), because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities set forth opposite their respective names in Schedule I hereto bears to 7264319 the aggregate amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date [or the Option Closing Date, as the case may be](7), any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount number of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount a number in excess of one-ninth of such amount number of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Underwriters' Securities to be purchased on such Securities date and the aggregate amount number of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph [If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Underwriters' Securities to be purchased on such date and the aggregate number of Underwriters' Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Underwriters' Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Underwriters' Securities to be purchased on such date or (ii) purchase not relieve any less than the number of Underwriters' Securities that such non-defaulting Underwriter from liability Underwriters would have been obligated to purchase on such date in respect of any default the absence of such Underwriter under this Agreementdefault. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.]

Defaulting Underwriters. (a) If, on the Closing Date [or the Option Closing Date, as the case may be,](10), any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Underwriters' Securities to be purchased on such Securities date and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph [If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Underwriters' Securities to be purchased on such date and the aggregate amount of Underwriters' Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Underwriters' Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Underwriters' Securities to be purchased on such date or (ii) purchase not relieve any less than the amount of Underwriters' Securities that such non-defaulting Underwriter from liability Underwriters would have been obligated to purchase on such date in respect of any default the absence of such Underwriter under this Agreementdefault. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.]

Defaulting Underwriters. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Securities of such Underwriter or Underwriters Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Securities Shares set forth opposite their respective names in Schedule I hereto to this Agreement bears to the aggregate amount number of such Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided , PROVIDED that in no event shall the amount number of the Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount number of such Securities Shares without the written consent of such Underwriter. If, on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase such Securities the Shares that it has or they have agreed to purchase and the aggregate amount of such Securities Shares with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Securities Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities Shares are not made within 36 hours after such default, this the Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this the Underwriting Agreement. (b) . If this the Underwriting Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this the Underwriting Agreement, or if for any reason the Company shall be unable to perform its obligations under this the Underwriting Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated the Underwriting Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this the Underwriting Agreement or the offering contemplated hereunderof the Shares. If the Underwriting Agreement shall be terminated by the Company because of any failure or refusal on the part of the Underwriters to comply with the terms or to fulfill any of the conditions of the Underwriting Agreement, or if for any reason the Underwriters shall be unable to perform their obligations under the Underwriting Agreement, the Underwriters will reimburse the Company for all out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by the Company in connection with the Underwriting Agreement or the offering of the Shares. 9.

Defaulting Underwriters. (a) If, If on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such datedate and such failure to purchase shall constitute a default in the performance of its obligations hereunder, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of such Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate principal amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such principal amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters' Securities and the aggregate principal amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate principal amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters Underwriter shall be obligated severally in the proportions that the amount of such Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate principal amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such principal amount of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate principal amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate principal amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case case, either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriter as have so terminated this Agreement with respect to themselves severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on at the Closing DateTime, any one or more of the Underwriters shall default in its or their obligations to take up and pay for the Preferred Securities or otherwise fail or refuse to purchase the Preferred Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that which it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Preferred Securities of such Underwriter or Underwriters to be purchased on such date, the other non-defaulting Underwriters may make arrangements satisfactory to the Company and the non-defaulting Underwriters for the purchase of such Preferred Securities, but if no such arrangements are made, the non-defaulting Underwriters shall be obligated severally in the proportions that which the amount aggregate number of such Preferred Securities set forth opposite their respective names in Schedule I hereto bears this Agreement bear to the aggregate amount number of such Preferred Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount aggregate number of the Preferred Securities that which any non-defaulting Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 paragraph by an amount in excess of one-ninth of such amount number of such Preferred Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. In any such case either the Representatives or the Company shall have the right to postpone the Closing DateTime, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase Preferred Securities and the aggregate number of Preferred Securities with respect to which such default occurs is more than one-tenth of the aggregate number of the Preferred Securities, and arrangements satisfactory to the Representatives and the Company for the purchase of such Preferred Securities are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Company. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (ai) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities Bonds set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities Bonds of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Bonds set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities Bonds that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities Bonds without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Bonds and the aggregate amount of such Securities Bonds with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities Bonds to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities Bonds are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (ba) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for 9384199 any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of such the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the aggregate principal amount of such Initial Securities set forth opposite their respective names in Schedule I annexed hereto bears to the aggregate principal amount of such Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; date; provided that in no event shall the aggregate principal amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such aggregate principal amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Initial Securities and the aggregate principal amount of such Initial Securities with respect to which such default occurs is more than one one-tenth of the aggregate principal amount of such Initial Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Initial Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyOperating Partnership, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 3(n). In any such case case, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, unless otherwise agreed to by the Company and the Representatives, in order that the required changes, if any, in the Registration Statement and Statement, in the Pricing Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate number of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Option Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate principal amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such principal amount of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate principal amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate principal amount of such Offered Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. . If (bi) If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, Agreement or if (ii) for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will agrees to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or and the offering contemplated hereunderof the Offered Securities, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 5(g) and 6 hereof.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such the amount of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, on at the Closing DateTime, any one or more of the Underwriters shall default in its or their obligations to take up and pay for the Securities or otherwise fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that which it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other non-defaulting Underwriters may make arrangements satisfactory to the Company and the non-defaulting Underwriters for the purchase of such Securities, but if no such arrangements are made, the non-defaulting Underwriters shall be obligated severally in the proportions that which the aggregate principal amount of such Securities set forth opposite their respective names in Schedule I hereto bears this Agreement bear to the aggregate principal amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Securities that which any non-defaulting Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 paragraph by an amount in excess of one-ninth of such principal amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. In any such case either the Representatives Representative or the Company shall have the right to postpone the Closing DateTime, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Securities, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Company. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto Offered Warrants that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities Offered Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters Offered Warrants to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Securities Firm Offered Warrants set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Securities Firm Offered Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Securities Offered Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities Offered Warrants that any Underwriter has agreed to purchase pursuant to this the Underwriting Agreement be increased pursuant to this Section 10 by an amount in excess of one-one- ninth of such amount of such Securities Offered Warrants without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Securities Firm Offered Warrants and the aggregate amount of such Securities Firm Offered Warrants with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Securities Firm Offered Warrants to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Securities Firm Offered Warrants are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If on the Option Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Additional Offered Warrants and the aggregate amount of Additional Offered Warrants with respect to which such default occurs is more than one-tenth of the aggregate amount of Additional Offered Warrants to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Offered Warrants or (ii) purchase not less than the number of Additional Offered Warrants that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Warrants.

Defaulting Underwriters. (a) If, If on the Closing Date [or the Option Closing Date, as the case may be,] any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date [or the Option Closing Date, as the case may be,] any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date [or the Option Closing Date, as the case may be,] but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or ----------------------- more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided -------- that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, on the Closing Date, or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Equity Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Equity Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Equity Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Equity Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Equity Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Equity Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Equity Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Equity Securities without the written consent of such Underwriter. If, on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase such Equity Securities and the aggregate amount of such Equity Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Equity Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Equity Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date or the Option ----------------------- Closing Date, as the case may be, any one or more of the Underwriters shall default in its or their obligations to take up and pay for the Preferred Securities or otherwise fail or refuse to purchase the Preferred Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that which it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Preferred Securities of such Underwriter or Underwriters to be purchased on such date, the other non- defaulting Underwriters may make arrangements satisfactory to the Company and the non-defaulting Underwriters for the purchase of such Preferred Securities, but if no such arrangements are made, the non-defaulting Underwriters shall be obligated severally in the proportions that which the amount aggregate number of such Preferred Securities set forth opposite their respective names in Schedule I hereto bears the Underwriting Agreement bear to the aggregate amount number of such Preferred Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount aggregate number of the Preferred -------- Securities that which any non-defaulting Underwriter has agreed to purchase pursuant to this the Underwriting Agreement be increased pursuant to this Section 10 paragraph by an amount in excess of one-ninth of such amount number of such Preferred Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, or the Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase Preferred Securities and the aggregate number of Preferred Securities with respect to which such default occurs is more than one-tenth of the aggregate number of the Preferred Securities, and arrangements satisfactory to the Manager and the Company for the purchase of such Preferred Securities are not made within 36 hours after such default, this Agreement, or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of Capital Trust I to sell, the Additional Underwriters' Securities to be purchased and sold on the Option Closing Date, will terminate without liability on the part of any non-defaulting Underwriter or of the Company. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date or any Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that Shares which it has or they have agreed to purchase hereunder on such dateunder this Agreement, and the aggregate amount number of such Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Securities of such Underwriter or Underwriters to be purchased on such dateShares, the other Underwriters shall be obligated severally in the proportions that the amount number of such Securities Firm Shares set forth opposite their respective names in Schedule I hereto bears to the aggregate amount number of such Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement Section 1 be increased pursuant to this Section 10 by an amount in excess of one-ninth tenth of such amount number of such Securities Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Firm Shares and the aggregate amount number of such Securities Firm Shares with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Securities Shares to be purchased on such datepurchased, and arrangements reasonably satisfactory to the Representatives you and the Company for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will agrees to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements expenses of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof Shares.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Offered Securities set forth opposite their respective names in Schedule I hereto herein bears to the aggregate amount number of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives non- defaulting Underwriters may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the amount number of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount number of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount number of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Offered Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination, either the Representatives non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms of this Agreement or to fulfill any of the conditions of this AgreementAgreement set forth in Section 4 hereof, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will agrees to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Securities of such Underwriter or Underwriters to be purchased on such datethe Closing Date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount number of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date; provided that in no event shall the amount number of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9(a) by an amount in excess of one-ninth of such amount number of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount number of such Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case case, either the Representatives you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter underwriting under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Preferred Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Preferred Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Preferred Securities set forth opposite their respective names in Schedule I hereto of this Agreement bears to the aggregate amount of such Preferred Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the amount of the Preferred Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Preferred Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such the Preferred Securities that it has or they have agreed to purchase and the aggregate amount of such Preferred Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Preferred Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Preferred Securities are not made within 36 hours after such default, this the Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyTrust. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this the Underwriting Agreement. (b) . If this the Underwriting Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company or the Trust to comply with the terms or to fulfill any of the conditions of this the Underwriting Agreement, or if for any reason the Company or the Trust shall be unable to perform its obligations under this the Underwriting Agreement, the Company and the Trust will reimburse the Underwriters or such Underwriters as have so terminated the Underwriting Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this the Underwriting Agreement or the offering contemplated hereunderof the Preferred Securities. If the Underwriting Agreement shall be terminated by the Company because of any failure or refusal on the part of the Underwriters to comply with the terms or to fulfill any of the conditions of the Underwriting Agreement, or if for any reason the Underwriters shall be unable to perform their obligations under the Underwriting Agreement, the Underwriters will reimburse the Company for all out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by the Company in connection with the Underwriting Agreement or the offering of the Preferred Securities.

Defaulting Underwriters. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Preferred Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Preferred Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Preferred Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount number of such Preferred Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Preferred Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount number in excess of one-ninth of such amount number of such Preferred Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Preferred Securities to be purchased on such Securities date and the aggregate amount number of such Preferred Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Preferred Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Preferred Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Preferred Securities to be purchased on such date and the aggregate number of Preferred Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Preferred Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Preferred Securities to be purchased on such date or (ii) purchase not less than the number of Preferred Securities that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Trust or the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Trust or the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Preferred Securities. Nothing in the foregoing sentence shall limit the Company's obligations to pay expenses as provided in Section 5.

Defaulting Underwriters. (a) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Securities of such Underwriter or Underwriters Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Securities Firm Shares set forth opposite their respective names in Schedule I annexed hereto bears to the aggregate amount number of such Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Baird may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities Firm Shares and the aggregate amount number of such Securities Firm Shares with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives Baird and the Company for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyOperating Partnership. In any such case case, either the Representatives Baird or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) IfUntil such time as the terms of this Agreement shall cease to be applicable to an Offering, on you authorize the Closing DateRepresentatives to arrange for the purchase by other persons, who may include any one or more of the Underwriters, of any Securities not taken up and paid for by any Underwriter in default of its obligations under the Underwriting Agreement or any Inter-Syndicate Agreement, if such arrangements are made, the respective amounts of the Securities to be purchased by the non-defaulting Underwriters and such other persons shall fail 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 of any of its obligations hereunder or refuse under the Underwriting Agreement or any Inter-Syndicate Agreement except as herein or therein provided. In event of a default by an Underwriter in respect of its obligations under the Underwriting Agreement or any Inter-Syndicate Agreement to purchase take up and pay for any Securities agreed to be purchased by it thereunder or a failure by an Underwriter to deliver any securities sold or over-allotted by the Representatives for the account of such Underwriter pursuant to Section 10 hereof or to bear, subject to the provisions of Section 7(b) hereof, if applicable, its Initial Commitment Percentage of expenses or liabilities pursuant to Sections 12, 14 and 15 hereof, and to the extent that arrangements shall not have been made by us for any other persons to assume the obligations of such Underwriter, you agree (subject to any limitations contained in the Underwriting Agreement or any Inter-Syndicate Agreements) to assume your proportionate share, based upon the percentage that the amount of the Securities set forth in the Underwriting Agreement opposite the your name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed bears to purchase hereunder on such date, and the aggregate amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally set forth in the proportions that the amount of such Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Securities set forth Underwriting Agreement opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default obligations of such Underwriter under this Agreementwithout relieving such Underwriter of its liability therefor. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on at the Closing DateTime or the Option Closing Time, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Initial Securities set forth opposite their respective names in Schedule I hereto A bears to the aggregate amount number of such Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount number of such Securities without the written consent of such Underwriter. If, on at the Closing DateTime, any Underwriter or Underwriters shall fail or refuse to purchase such Initial Securities and the aggregate amount number of such Initial Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Initial Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Initial Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case case, either the Representatives you or the Company shall have the right to postpone the Closing DateTime, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at the Option Closing Time, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate number of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Option Securities to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Securities or (ii) purchase not less than the number of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Lead Managers may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Lead Managers and the Company Bank for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyBank. In any such case either the Representatives Lead Managers or the Company Bank shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be Back to Contents effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company Bank to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company Bank shall be unable to perform its obligations under this Agreement, the Company Bank will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date [or the Option Closing Date, as the case may be,] any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Preferred Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Preferred Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Preferred Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Offered Preferred Securities without the written consent of such Underwriter. If, If on the Closing Date [or the Option Closing Date, as the case may be,] any Underwriter or Underwriters shall fail or refuse to purchase such Preferred Securities and the aggregate amount of such Preferred Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Preferred Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Preferred Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyTrust Issuer. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date [or the Option Closing Date, as the case may be,] but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, If on the Closing Date, Date any one or more ----------------------- of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Underwriters may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall -------- the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Underwriters or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderOffered Securities.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters’ Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwriters’ Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters’ Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters’ Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters’ Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters’ Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Underwriters’ Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such amount of such Underwriters’ Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters’ Securities and the aggregate amount of such Underwriters’ Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters’ Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters’ Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other nondefaulting Underwriters shall be obligated severally in the proportions that the amount of such Offered Securities set forth opposite their respective names in Schedule I hereto above bears to the aggregate amount of such Offered Securities set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such amount of such Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Offered Securities and the aggregate amount of such Offered Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed herein who, with your approval and the approval of the Company, purchases Offered Securities which a defaulting Underwriter is obligated, but fails or refuses, to purchase. If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, on the Closing Date or the ----------------------- Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount number of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount number of the Offered Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Firm Capital Securities set forth opposite their respective names in Schedule I hereto herein bears to the aggregate amount number of such Firm Capital Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives we may specify, to purchase the Offered Capital Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount number of the Offered Capital Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount number of such Offered Capital Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Firm Capital Securities and the aggregate amount number of such Firm Capital Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount number of such Firm Capital Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives us and the Company for the purchase of such Firm Capital Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives we or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Capital Securities and the aggregate number of Additional Capital Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Capital Securities to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Capital Securities or (ii) purchase not less than the number of Additional Capital Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company or the Issuer Trust to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Issuer Trust shall be unable to perform its obligations under this Agreement, the Company will and the Issuer jointly and severally agree to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunderof the Offered Securities.

Defaulting Underwriters. (a) If, on at the Closing DateTime of Delivery, any one or more of the Underwriters shall fail or refuse to purchase the Designated Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of such Designated Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Designated Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount number of such Designated Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate liquidation amount of such Designated Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the liquidation amount of the Designated Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 8 by an amount in excess of one-ninth of such principal amount of such Designated Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Designated Securities and the aggregate amount number of such Designated Securities with respect to which such default occurs is more than one one-tenth of the aggregate principal amount of such Designated Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives Representative and the Designated Trust and the Company for the purchase of such Designated Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Representative or the Designated Trust and Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Underwriters' Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Underwriters' Securities set forth opposite their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate amount of such Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the amount of the Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Underwriters' Securities and the aggregate amount of such Underwriters' Securities with respect to which such default occurs is more than one one-tenth of the aggregate amount of such Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) . If this Agreement shall be terminated by the Underwriters because Underwriters, or any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfiedthem, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement or the offering contemplated hereunder.