Common use of Defaulting Underwriters Clause in Contracts

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that it has or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of Firm 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 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 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, the Pricing Prospectus or the Prospectus or in any other documents or arrangements may be effected.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase and pay for the Firm Shares Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number principal amount of the Firm Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number principal amount of the Firm Shares Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Securities set forth opposite their respective names in Schedule A I bears to the aggregate number principal amount of Firm Shares 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 Firm Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number principal amount of Firm Shares Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number principal amount of Firm Shares Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and pay for the Securities and the aggregate number principal amount of Firm Shares Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number principal amount of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares Securities are not made within thirty six (36) 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, the Pricing Prospectus or 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.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that Securities which it has or they have agreed to purchase hereunder on the Closing Dateunder any Terms Agreement, and the aggregate number of shares or the Firm Shares aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate total number of shares or aggregate principal amount of the Firm Shares to be purchased on the Closing DateSecurities, the other Underwriters shall be obligated severally severally, in the proportions that the number of Firm Shares shares or principal amount of Securities set forth opposite their respective names in Schedule A to such Terms Agreement bears to the aggregate total number of Firm Shares shares or the aggregate principal amount of 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 Firm Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares shares or principal amount of Securities that any Underwriter has agreed to purchase pursuant to this such Terms Agreement be increased pursuant to this Section 14 8 by an amount in excess of one-ninth (1/9) tenth of such number principal amount of Firm Shares Securities without the written consent of such Underwriter. IfIf the foregoing maximums are exceeded, on the Closing Dateremaining non-defaulting Underwriters, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements those other underwriters satisfactory to the Representatives and who so agree, shall have the Company for right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of such Firm Shares are not made within thirty six (36) hours after such defaultshares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, this the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. In Nothing contained herein shall relieve a defaulting Underwriter of any such caseliability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company shall have the right to may postpone the Closing Date, but in no event Date for longer than up to seven days, full business days in order to effect any changes that in the required changes, if any, opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Pricing Prospectus or the Prospectus any supplement thereto or in any other documents document or arrangements may be effectedarrangement.

Defaulting Underwriters. 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 Firm Shares Equity Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Equity Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Equity Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Equity Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number amount of Firm Shares 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 Firm Shares Equity Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Equity Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 8 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares 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 Firm Shares Equity Securities and the aggregate number amount of Firm Shares Equity Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Equity Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Shares Equity Securities are not made within thirty six (36) 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, the Pricing Prospectus or 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.

Defaulting Underwriters. If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Offered Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Offered Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule A bears to the aggregate number amount of Firm Shares 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 Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 8 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares 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 Firm Shares Offered Securities and the aggregate number amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Offered Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Shares Offered Securities are not made within thirty six (36) 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, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Underwriters' Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Underwriters' Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number amount of Firm Shares 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 Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided thatprovided, however, that in no event shall the number amount of Firm Shares Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Underwriters' Securities and the aggregate number amount of Firm Shares Underwriters' Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Firm Shares Underwriters' Securities are not made within thirty six (36) 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 casecase 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, the Pricing Prospectus or 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 this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Offered Securities.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Shareholders for the purchase of such Firm Shares are not made within thirty six (36) 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, case either the Representatives you or the Company relevant Selling Shareholders 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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.

Defaulting Underwriters. If, on the Closing Date, (a) If any one Underwriter or more of the Underwriters shall fail default in its or refuse their obligation to purchase Firm Shares, and if the Firm Shares that it has or they have agreed with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase hereunder on from the Closing Date, and the aggregate Company that number of Default Securities that bears the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused same proportion to purchase is not more than one-tenth (10%) of the aggregate total number of the Firm Shares to be Default Securities then being purchased on the Closing Date, the other Underwriters shall be obligated severally in the proportions that as the number of Firm Shares set forth opposite their respective names in the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Shares set forth opposite the names of all the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Shares, the Representative may in its discretion arrange for itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 12, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Section 5, Section 8, Section 11 and Section 12) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares are to be purchased on by another party or parties as aforesaid, the Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 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 Representative or the Company shall have the right to postpone the Closing DateDate for a period, but in no event for longer than seven daysnot exceeding five (5) Business Days, in order that the required changes, if any, to effect whatever changes may thereby be necessary in the Registration Statement, the Pricing Prospectus Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or arrangements supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of the Representative’s Counsel, may be effectednecessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 12 with like effect as if it had originally been a party to this Agreement with respect to such Default Securities.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Underwriters' Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Underwriters' Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number amount of Firm Shares 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 Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Underwriters' Securities and the aggregate number amount of Firm Shares Underwriters' Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Shares Underwriters' Securities are not made within thirty six (36) 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, 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, the Pricing Prospectus or 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 this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 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 Stockholders. In any such case, case either the Representatives you or the Company relevant Sellers 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (a) terminate their obligation hereunder to purchase Additional Shares or (b) 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder. If this Agreement shall be terminated by reason of the default of one or more of the Underwriters, the Company shall not be obligated to reimburse any expenses of the Underwriters, but will be obligated to pay its own expenses pursuant to Section 7 above.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 (7) days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Shareholders for the purchase of such Firm Shares are not made within thirty six (36) 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, case either the Representatives you or the Company relevant Sellers 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Shareholders for the purchase of such Firm Shares are not made within thirty six (36) 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, case either the Representatives you or the Company Sellers 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 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 Stockholders. In any such case, case either the Representatives you or the Company relevant Sellers 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and if arrangements satisfactory to you, the Representatives Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate (other than with respect to (i) expenses to be borne by the Sellers and the Underwriters as provided in Section 7 hereof and (ii) the indemnification and contribution obligations of the Sellers and the Underwriters as provided in Section 8 hereof) without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholders. In any such case, either the Representatives or the Company case you 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares Units that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares Units to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares Units set forth opposite their respective names in Schedule A I bears to the aggregate number of Firm Shares 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 Firm Shares which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares Units to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Underwriters and the Company Partnership for the purchase of such Firm Shares Units are not made within thirty six (36) 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 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, in the Pricing Prospectus or 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. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context 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. If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Offered Securities that it has or they have agreed to purchase hereunder on such date and such failure to purchase shall constitute a default in the Closing Dateperformance of its obligations hereunder, and the aggregate number amount of the Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Offered Securities to be purchased on the Closing Datesuch date, the other ‘Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule A bears to the aggregate number amount of Firm Shares 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 Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares 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 Firm Shares Offered Securities and the aggregate number amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Offered Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Firm Shares Offered Securities are not made within thirty six (36) 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 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, the Pricing Prospectus or 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.

Defaulting Underwriters. IfThis Agreement shall become effective upon the later of (x) execution and delivery hereof by the parties hereto and (y) release of notification of the effectiveness of the Registration Statement (or, if applicable, any post-effective amendment) by the Commission. If on the Closing Date or the Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that which it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I bears to the aggregate number of Firm Underwritten Shares 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement Section 1 be increased pursuant to this Section 14 7 by an amount in excess of one-ninth (1/9) tenth of such number of Firm Shares without the written consent of such Underwriter. If, If on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, this Agreement (or the obligations of the several Underwriters to purchase the Option Shares, as the case may be) 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 (or, in the case of the Option Shares, the Additional Closing Date), but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or Statement and in the Prospectus or in any other documents or arrangements that 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.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I annexed hereto bears to the aggregate number of Firm 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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, 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, in the Pricing Prospectus or 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 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.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of Firm 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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 to the Company and the non-defaulting Underwriters arising out of or related to any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as applicable, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 (7) days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I annexed hereto bears to the aggregate number of Firm 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 7. 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, unless otherwise agreed to by the Company and the Representatives, in order that the required changes, if any, in the Registration Statement, in the Pricing Prospectus or 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 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.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of Firm 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 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 Stockholders. In any such case, case either the Representatives or the Company relevant Sellers 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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 to the Company and the non-defaulting Underwriters arising out of or related to any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date, (a) If any one Underwriter or more of the Underwriters shall fail default in its or refuse their obligation to purchase the Firm Shares that or the Optional Shares which it has or they have agreed to purchase hereunder on under the Closing DatePricing Agreement relating to such Designated Shares, the Representatives may make arrangements for the purchase of such Firm Shares or Optional Shares, as the case may be, by other persons satisfactory to the Company and the aggregate number Representatives, including any of the Underwriters, but if no such arrangements are made by the Time of Delivery, then each remaining non-defaulting Underwriter shall be severally obligated to purchase the Firm Shares or Optional Shares, as the case may be, which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is in the respective proportions which the number of Firm Shares or Optional Shares, as the case may be, set forth opposite the name of each remaining non- defaulting Underwriter in Schedule I of the applicable Pricing Agreement bears to the aggregate number of Firm Shares or Optional Shares, as the case may be, set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I of the applicable Pricing Agreement; provided, however, that the remaining non-defaulting Underwriters shall not more than be obligated to purchase any of the Firm Shares or Optional Shares, as the case may be, if the aggregate number of Firm Shares or Optional Shares, as the case may be, which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds one-tenth (10%) of the aggregate number of the Firm Shares or Optional Shares, as the case may be, to be purchased on the Closing Datepurchased, the other Underwriters and any remaining non-defaulting Underwriter shall not be obligated severally to purchase in the proportions that total more than 110% of the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of Firm 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 Firm Shares or Optional Shares, as the case may be, which it agreed to purchase, pursuant to the terms of Section 2. If the foregoing maximums are exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives and the Company do not elect to purchase, within 36 hours after such default, the Firm Shares or Optional Shares, as the case may be, which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 8 and 12 and except that the provisions of Sections 9 and 10 shall not terminate and shall remain in effect. In As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context otherwise requires, any such caseparty not listed in Schedule I of the applicable Pricing Agreement who, pursuant to this Section 7, purchases the Firm Shares or Optional Shares, as the case may be, which a defaulting Underwriter agreed but failed to purchase. (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If other Underwriters are obligated or agree to purchase the Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter, either the Representatives or the Company shall have the right to may postpone the Closing Date, but in no event Time of Delivery for longer than up to seven days, full business days in order to effect any changes that in the required changes, if any, opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Pricing Prospectus or the Prospectus or in any other documents document or arrangements may be effectedarrangement, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus that effects any such changes.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A SCHEDULE II bears to the aggregate number of Firm Shares 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 12 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives Managers, the Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 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 Stockholders. In any such case, case either the Representatives Managers or the Company relevant Sellers 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, the Pricing Prospectus or 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 (a) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (b) 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Underwriters' Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Underwriters' Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number amount of Firm Shares 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 Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided thatprovided, however, that in no event shall the number amount of Firm Shares Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail 17NEXT PAGE or refuse to purchase Firm Shares Underwriters' Securities and the aggregate number amount of Firm Shares Underwriters' Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Firm Shares Underwriters' Securities are not made within thirty six (36) 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 casecase 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, the Pricing Prospectus or 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 this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Offered Securities.

Defaulting Underwriters. 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 Firm and pay for Shares that it has or they have agreed to purchase hereunder on such date and such failure to purchase shall constitute a default in the Closing Dateperformance of its or their obligations under this Agreement, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriterdate. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase and pay for Firm Shares and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on purchased, the Closing Dateremaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Firm Shares, and arrangements satisfactory to if such non-defaulting Underwriters do not purchase all the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) hours after such defaultShares, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case, either case 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, the Pricing Prospectus or 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 to purchase and pay for Additional Shares and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Offered Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number principal amount of the Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number principal amount of the Firm Shares Offered Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number principal amount of Firm Shares 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 Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number principal amount of Firm Shares Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number principal amount of Firm Shares Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities and the aggregate number principal amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number principal amount of Firm Shares Offered Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Shares Offered Securities are not made within thirty six (36) 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, the Pricing Prospectus or the Prospectus or in any other documents or arrangements may be effected.if

Defaulting Underwriters. IfThis Agreement shall become effective upon the later of (x) execution and delivery hereof by the parties hereto and (y) release of notification of the effectiveness of the Registration Statement (or, if applicable, any post-effective amendment) by the Commission. If on the Closing Date or the Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that which it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date by all Underwriters, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I bears to the aggregate number of Firm Underwritten Shares 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement Section 1 be increased pursuant to this Section 14 7 by an amount in excess of one-ninth (1/9) tenth of such number of Firm Shares without the written consent of such Underwriter. If, If on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, this Agreement (or the obligations of the several Underwriters to purchase the Option Shares, as the case may be) shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case, case either the Representatives Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. or the Company shall have the right to postpone the Closing Date (or, in the case of the Option Shares, the Additional Closing Date), but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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.

Defaulting Underwriters. If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Offered Securities that it has or they have agreed to purchase hereunder on such date and such failure to purchase shall constitute a default in the Closing Dateperformance of its obligations hereunder, and the aggregate number amount of the Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Offered Securities to be purchased on the Closing Datesuch date, the other ‘Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule A bears to the aggregate number amount of Firm Shares 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 Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares 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 Firm Shares Offered Securities and the aggregate number amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Offered Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Managers and the Company Issuers for the purchase of such Firm Shares Offered Securities are not made within thirty six (36) 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, 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, the Pricing Prospectus or 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.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 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 Stockholders. In any such case, case either the Representatives you or the Company relevant Selling Stockholders 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (a) terminate their obligation hereunder to purchase Additional Shares or (b) 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.

Defaulting Underwriters. If, on the Closing Date, any one or more of ----------------------- the Underwriters shall fail or refuse to purchase the Firm Shares Capital Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares Capital Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares Capital Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares Capital Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number of Firm Shares 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 Firm Shares Capital Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, -------- that in no event shall the number of Firm Shares Capital Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 8 by an amount in excess of one-ninth (1/9) of such number of Firm Shares Capital 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 Firm Shares Capital Securities and the aggregate number of Firm Shares Capital Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares Capital Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Shares Capital Securities are not made within thirty six (36) 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, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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 this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the 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 Trust shall be unable to perform their respective obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Capital Securities.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule SCHEDULE A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, PROVIDED that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 (7) days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Dateany Time of Delivery, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares Securities set forth opposite their respective names set forth in Schedule A I hereto above bears to the aggregate number of Firm Shares 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 Firm Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares Securities that any Underwriter has agreed to purchase pursuant to this Agreement on a Time of Delivery be increased pursuant to this Section 14 10 by an amount a number in excess of one-ninth (1/9) of such number of Firm Shares Securities without the written consent of such Underwriter. If, on the Closing DateFirst Time of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Securities to be purchased on such date and the aggregate number of Firm Shares Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares Securities are not made within thirty six (36) 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 or the Company shall have the right to postpone the Closing Date, First Time of Delivery but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Second Time of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Securities to be purchased on such date and the aggregate number of Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Securities to be purchased on such date or (ii) purchase not less than the number of 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Securities. Nothing in the foregoing sentence shall limit the Company's obligations to pay expenses as provided in Section 6.

Defaulting Underwriters. 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 Firm Shares Offered Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Offered Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule A the applicable Terms Agreement bears to the aggregate number amount of Firm Shares Offered 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 Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, PROVIDED that in no event shall the number of Firm Shares Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities and the aggregate number amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Offered Securities to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares Offered Securities are not made within thirty six (36) 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 (7) days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Closing Date with respect to any Option Securities, 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement (other than pursuant to the provisions of Section 10, with the exception of subsection (a)(v) thereof), or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares 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 the Closing Datesuch date, and the aggregate number amount of the Firm Shares such Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Bonds of such Underwriter or Underwriters to be purchased on the Closing Datesuch date, the other Underwriters Underwriter shall be obligated severally in the proportions that the number amount of Firm Shares such Bonds set forth opposite their respective names in Schedule A I hereto bears to the aggregate number amount of Firm Shares such 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 Firm Shares Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares the Bonds that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares such Bonds without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares such Bonds and the aggregate number amount of Firm Shares such Bonds with respect to which such default occurs is more than one-one tenth (10%) of the aggregate number amount of Firm Shares such Bonds to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares Bonds are not made within thirty six (36) 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 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, the Pricing Prospectus or 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. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares 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 the Closing Datesuch date, and the aggregate number amount of the Firm Shares such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Notes of such Underwriter or Underwriters to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares such Notes set forth opposite their respective names in Schedule A I hereto bears to the aggregate number amount of Firm Shares such 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 Firm Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares the Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares such Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares such Notes and the aggregate number amount of Firm Shares such Notes with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares such Notes to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares Notes are not made within thirty six (36) 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 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, the Pricing Prospectus or 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 this Agreement shall be terminated by the Underwriters 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. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number principal amount of the Firm Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number principal amount of the Firm Shares Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Securities set forth opposite their respective names in Schedule A 1 bears to the aggregate number principal amount of Firm Shares Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Joint Lead Managers may specify, to purchase the Firm Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number principal amount of Firm Shares Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number principal amount of Firm Shares Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters underwriters shall fail or refuse to purchase Firm Shares Securities and the aggregate number principal amount of Firm Shares Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number principal amount of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Joint Lead Managers and the Company for the purchase of such Firm Shares Securities are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyCompany or the Guarantors. 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, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or the Prospectus or in any other documents or arrangements may be effected.the

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 (7) days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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.

Defaulting Underwriters. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that Notes which it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number principal amount of the Firm Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number principal amount of the Firm Shares Notes to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Notes set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number principal amount of Firm Shares Notes 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 Firm Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number principal amount of Firm Shares Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number principal amount of Firm Shares Notes without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Notes which it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Shares Notes with respect to which such default occurs is more than one-tenth (10%) of the aggregate number principal amount of Firm Shares Notes to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Shares Notes are not made within thirty six (36) 36 hours after such defaultedfault, 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, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Underwriters' Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Underwriters' Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number amount of Firm Shares 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 Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided thatprovided, however, that in no event shall the number amount of Firm Shares Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Underwriters' Securities and the aggregate number amount of Firm Shares Underwriters' Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 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 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, the Pricing Prospectus or the Prospectus or in any other documents or arrangements may be effected.aggregate

Defaulting Underwriters. If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Offered Securities that it has or they have agreed to purchase hereunder on such date and such failure to purchase shall constitute a default in the Closing Dateperformance of its obligations hereunder, and the aggregate number amount of the Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Offered Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule A bears to the aggregate number amount of Firm Shares 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 Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares 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 Firm Shares Offered Securities and the aggregate number amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth (10%) onetenth of the aggregate number amount of Firm Shares Offered Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Firm Shares Offered Securities are not made within thirty six (36) 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 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, the Pricing Prospectus or 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.

Defaulting Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Units that it has or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of the Firm Shares which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing DateUnits, the other Underwriters each non-defaulting Underwriter shall be obligated severally obligated, severally, in the proportions that proportion in which the number of Firm Shares Units set forth opposite their respective names its name in Schedule A I hereto bears to the aggregate number of Firm Shares 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 of Barclays Capital Inc., to purchase the Firm Shares which Units that such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase on purchase. If any one or more of the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, Units and arrangements satisfactory to the Representatives Underwriters and the Company Partnership Parties for the purchase of such Firm Shares Units are not made within thirty six (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 casecase 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, the Pricing Prospectus or Statement and 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. The term “Underwriter” as used in this Agreement includes, 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 refuses, to purchase.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I annexed hereto bears to the aggregate number of Firm 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 12 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 7. 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, unless otherwise agreed to by the Company and the Representatives, in order that the required changes, if any, in the Registration Statement, in the Pricing Prospectus or 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.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I bears to the aggregate number of Firm Shares 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-one ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-one tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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, 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, the Pricing Prospectus or Time of Sale Prospectus, 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Underwriters' Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Underwriters' Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number amount of Firm Shares 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 Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Underwriters' Securities and the aggregate number amount of Firm Shares Underwriters' Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company Operating Partnership for the purchase of such Firm Shares Underwriters' Securities are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyOperating Partnership. In any such case, case either the Representatives Manager or the Company Operating Partnership 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, the Pricing Prospectus or 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 this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Operating Partnership to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Operating Partnership shall be unable to perform its obligations under this Agreement, the Operating Partnership will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares PEPS (or Shares) that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares PEPS (or Shares) which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares PEPS (or Shares) to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares PEPS (or Firm Shares) set forth opposite their respective names in Schedule A I (or, in the case of Shares, Schedule II) to this Agreement bears to the aggregate number principal amount of Firm Shares PEPS (or Shares) set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated may specify, to purchase the Firm Shares PEPS (or Shares) which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares PEPS (or Shares) that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number of Firm Shares PEPS (or Shares) without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares PEPS (or Firm Shares) and the aggregate number principal amount of Firm Shares PEPS (or Shares) with respect to which such default occurs is more than one-tenth (10%) of the aggregate number principal amount of Firm Shares PEPS (or Shares) to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and the Company AWI for the purchase of such Firm Shares PEPS (or Shares) are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyAWI. In any such case, case either the Representatives ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated or the Company AWI 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 AWI Registration Statement, Statement and in the Pricing AWI Prospectus (or the Prospectus Dal-Tile Registration Statement and in the Dal-Tile 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 this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of AWI to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason AWI shall be unable to perform its obligations under this Agreement, AWI will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or any Option Closing Date, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Operating Partnership), the Representative shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If after such 36 hours the Representative shall fail not have procured such other Underwriters, or refuse any others, to purchase the Firm Shares that it has or they have agreed to purchase hereunder on be purchased by the Closing Datedefaulting Underwriter or Underwriters, and then (a) if the aggregate number of Shares with respect to which such default shall occur does not exceed 10% of the Firm Shares to be purchased on the Closing Date or any Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, or refused to purchase is not more than one-tenth (10%b) of if the aggregate number of Shares with respect to which such default shall occur exceeds 10% of the Firm Shares to be purchased on the Closing Date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, Date or in such other proportions as the Representatives may specify, to purchase the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Option Closing Date, any Underwriter as the case may be, the Company or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than oneRepresentative will have the right, by written notice given within the next 36-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory hour period to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) hours after such defaultparties to this Agreement, to terminate this Agreement shall terminate without liability on the part of any non-the nondefaulting Underwriters or of the Company, except to the extent set forth in Sections 6 and 8 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Company. In any such caseShares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Company shall have the right to may postpone the Closing Date, but in no event Date or any Option Closing Date for longer than up to seven days, full business days in order to effect any changes that in the required changes, if any, opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Pricing Prospectus or the Prospectus or in any other documents document or arrangements may be effectedarrangement.

Defaulting Underwriters. 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 Firm Shares Offered Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares Offered Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares Offered Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number of Firm Shares 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 Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares Offered Securities that any Underwriter has agreed to purchase pursuant to this the Underwriting Agreement be increased pursuant to this Section 14 8 by an amount in excess of one-ninth (1/9) of such number of Firm Shares Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities and the aggregate number of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares Offered Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of of8 such Firm Shares Offered Securities are not made within thirty six (36) 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, the Pricing Prospectus or 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Offered Securities.

Defaulting Underwriters. If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Offered Securities that it has or they have agreed to purchase hereunder on such date and such failure to purchase shall constitute a default in the Closing Dateperformance of its obligations hereunder, and the aggregate number amount of the Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Offered Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule A bears to the aggregate number amount of Firm Shares 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 Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares 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 Firm Shares Offered Securities and the aggregate number amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Offered Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company Issuers for the purchase of such Firm Shares Offered Securities are not made within thirty six (36) 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, 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, the Pricing Prospectus or 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.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 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 Stockholders. In any such case, case either the Representatives you or the Company relevant Selling Stockholders 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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.

Defaulting Underwriters. If, If on the Closing Date, Date any one or more of the Underwriters Underwriter shall fail or refuse to purchase and pay for the Firm Shares Bonds that it such Underwriter has or they have agreed to purchase and pay for hereunder on such date (otherwise than by reason of any failure on the Closing Date, and the aggregate number part of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused Company to purchase is not more than one-tenth (10%) comply with any of the aggregate number of the Firm Shares to be purchased on the Closing Dateprovisions contained herein), the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to take up and pay for (in addition to the proportions that the number respective principal amount of Firm Shares Bonds set forth opposite their respective names in Schedule A bears I hereto) the principal amount of Bonds that such defaulting Underwriter or Underwriters failed to take up and pay for, up to a principal amount of Bonds equal to, in the aggregate number case of Firm Shares each such non-defaulting Underwriter, ten percent (10%) of the principal amount of Bonds set forth opposite the names name of all such non-defaulting Underwriter in Schedule I hereto and the non-defaulting Underwriters shall have the right, within 24 hours of such default, either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another Underwriter or Underwriters, or in such other proportions as satisfactory to the Representatives may specifyCompany, to purchase take up and pay for the Firm Shares which such remaining principal amount of Bonds that the defaulting Underwriter or Underwriters agreed but failed to purchase. If any unpurchased Bonds still remain, then the Company shall be entitled to a further period of 24 hours within which to procure another party or refused to purchase on other parties, members of the Closing Date; provided thatNational Association of Securities Dealers, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth Inc. (1/9) or, if not members of such number of Firm Shares without Association, who are not eligible for membership in such Association and who agree (i) to make no sales within the written consent of United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Association’s Conduct Rules) and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory to the Representatives and Representatives, to purchase such Bonds on the terms herein set forth. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have arranged for the purchase of such Firm Shares are not made within thirty six (36) hours after such defaultBonds, this Agreement shall terminate without liability on or the part of any Company notifies the non-defaulting Underwriter or Underwriters that they have arranged for the Company. In any purchase of such caseBonds, either then the Representatives non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date, but in no event Date for longer a period of not more than seven days, three full business days beyond the expiration of the respective prescribed periods in order that the required changes, if any, to effect whatever changes may thus be made necessary in the Registration Statement, the Pricing Prospectus Statement or the Prospectus or in any other documents or arrangements may be effectedarrangements. In the event that none of the non-defaulting Underwriters or the Company has arranged for the purchase of such Bonds by another party or parties as above provided, then this Agreement shall terminate without any liability on the part of the Company or any Underwriter (other than an Underwriter that shall have failed or refused, otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder, to purchase and pay for the Bonds that such Underwriter has agreed to purchase as provided in Section 2 hereof), except as otherwise provided in Section 5(j) hereof.

Defaulting Underwriters. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that Notes which it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number principal amount of the Firm Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number principal amount of the Firm Shares Notes to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Notes set forth opposite their respective names in Schedule A 1 bears to the aggregate number principal amount of Firm Shares Notes 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 Firm Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number principal amount of Firm Shares Notes that any Underwriter has agreed to purchase pursuant to this Agreement Section 1 be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number principal amount of Firm Shares Notes without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Notes which it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Shares Notes with respect to which such default occurs is more than one-tenth (10%) of the aggregate number principal amount of Firm Shares Notes to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Firm Shares Notes are not made within thirty six (36) 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 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, the Pricing Prospectus or 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 this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to 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 or any condition of the Underwriters' obligations cannot be fulfilled, the Company agrees to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and expenses of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed are obligated to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which that such defaulting Underwriter or Underwriters agreed is obligated but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters is obligated but shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 case you 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, the Pricing Prospectus or 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 is obligated but 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares such Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A C bears to the aggregate number of 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 Firm Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares such Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 18 by an amount in excess of one-ninth (1/9) of such number of Firm Shares Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty 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, 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, in the Pricing Prospectus or 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.

Defaulting Underwriters. 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 Firm Shares Equity Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Equity Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Equity Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Equity Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number amount of Firm Shares Equity 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 Firm Shares Equity Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Equity Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 8 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares 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 Firm Shares Equity Securities and the aggregate number amount of Firm Shares Equity Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Equity Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Firm Shares Equity Securities are not made within thirty six (36) 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 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, the Pricing Prospectus or 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.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Stockholder for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or and the Company. In any such case, case either the Representatives you or the Company relevant Sellers 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased by all of the Underwriters on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the applicable Closing Date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on by all the Closing DateUnderwriters at such time hereunder, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Shares with respect to which such default occurs, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyCompany other than as provided in Section 7.5 hereof. In the event of any such casedefault by one or more Underwriters as described in this Section 10, 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, established as provided in Section 3 hereof, but in no event for longer than seven (7) business days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or Statement and in the Prospectus or in any other documents or arrangements for the purchase and delivery of the Shares may be effected. If, on the 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, PROVIDED that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Shareholders for the purchase of such Firm Shares are not made within thirty six (36) 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, case either the Representatives you or the Company relevant Sellers 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Units that it has or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of the Firm Shares which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing DateUnits, the other Underwriters each non-defaulting Underwriter shall be obligated severally obligated, severally, in the proportions that proportion in which the number of Firm Shares Units set forth opposite their respective names its name in Schedule A I hereto bears to the aggregate number of Firm Shares 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 of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., to purchase the Firm Shares which Units that such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase on purchase. If any one or more of the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, Units and arrangements satisfactory to the Representatives Underwriters and the Company Partnership Parties for the purchase of such Firm Shares Units are not made within thirty six (36) 48 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the CompanyPartnership Entities. In any such casecase 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, the Pricing Prospectus or Statement and 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. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representative’s approval and the approval of the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to purchase.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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, the Pricing Prospectus or 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Units that it has or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of the Firm Shares which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing DateUnits, the other Underwriters each non-defaulting Underwriter shall be obligated severally obligated, severally, in the proportions that proportion in which the number of Firm Shares Units set forth opposite their respective names its name in Schedule A I hereto bears to the aggregate number of Firm Shares 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 of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., to purchase the Firm Shares which Units that such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase on purchase. If any one or more of the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, Units and arrangements satisfactory to the Representatives Underwriters and the Company Partnership Parties for the purchase of such Firm Shares Units are not made within thirty six (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 casecase 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, the Pricing Prospectus or Statement and 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. The term “Underwriter” as used in this Agreement includes, 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 refuses, to purchase.

Defaulting Underwriters. If, on the Closing Date, If any one Underwriter or more of the Underwriters shall fail default in its or refuse their obligations to purchase the Firm Shares that it has or they have agreed to purchase hereunder on the any Closing Date, Date and the aggregate number of the Firm Shares shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed ten percent (10%) of the aggregate total number of the Firm Shares shares to be purchased by all Underwriters on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated severally severally, in the proportions that the number of Firm Shares set forth opposite proportion to their respective names in Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specifycommitments hereunder, to purchase the Firm Shares shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that, in no event shall Date or the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Option Closing Date, as the case may be. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares so default and the aggregate number of Firm Shares shares with respect to which such default occurs or defaults occur is more than one-tenth ten percent (10%) of the aggregate total number of Firm Shares shares to be purchased by all Underwriters on the Closing Date or the Option Closing Date, as the case may be, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares shares by other persons are not made within thirty six forty‑eight (3648) hours after such default, this Agreement shall terminate without liability on terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of any non-the Shares of a defaulting Underwriter or Underwriters on the Company. In any such caseClosing Date or the Option Closing Date, either as the Representatives or case may be, as provided in this Section 10, (i) the Company shall have the right to postpone the Closing Date or the Option Closing Date, but in no event as the case may be, for longer a period of not more than seven days, five (5) full business days in order that the required changes, if any, Company may effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Prospectus Statement or the Prospectus Prospectus, or in any other documents or arrangements arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be effectedmade necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non‑defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Defaulting Underwriters. 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 Firm Shares Units that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares Units to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares Units set forth opposite their respective names in Schedule A I bears to the aggregate number of Firm Shares 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 Firm Shares which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number of Firm Shares Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares Units to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company Partnership for the purchase of such Firm Shares Units are not made within thirty six (36) 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 6 and 9. In any such case, either the Representatives 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, in the Pricing Prospectus or 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. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. If this Agreement shall be terminated by the Underwriters (other than as a result of the events described in Section 9 or this Section 10), or any of them, because of any failure or refusal on the part of the MarkWest Parties to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the MarkWest Parties shall be unable to perform their respective obligations under this Agreement, the MarkWest Parties will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Underwriters' Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares which Underwriters' Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated obligated, severally in the proportions that the number amount of Firm Shares Underwriters' Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number amount of Firm Shares Underwriters' 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 Firm Shares which Underwriters' Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this the Underwriting Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Underwriters' Securities and the aggregate number amount of Firm Shares Underwriters' Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Shares Underwriters' Securities are not made within thirty six (36) 36 hours after such default, this the Underwriting 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 long than seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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 the Underwriting Agreement. If the Underwriting Agreement shall be terminated by the Underwriters, or any of them, pursuant to Section 8(b) or if the purchase of the Underwriters' Securities by the Underwriters is not consummated because of any failure or refusal on the part of the Company to comply with the terms or because any of the conditions of the Underwriting Agreement are not fulfilled, or if for any reason the Company shall be unable to perform its obligations under 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-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Underwriting Agreement or the offering of the Offered Securities.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Underwriters' Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Underwriters' Securities set forth opposite their respective names in Schedule A above bears to the aggregate number amount of Firm Shares 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 Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) hours after such default, If this Agreement shall terminate without liability be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any non-defaulting Underwriter of the conditions of this Agreement, or the Company. In if for any such case, either the Representatives or reason the Company shall have the right be unable 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 Statementperform its obligations under this Agreement, the Pricing Prospectus Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the Prospectus or in any other documents or arrangements may be effectedoffering of the Offered Securities.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Offered Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Offered Securities to be purchased on the Closing Datesuch date, the other nondefaulting Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule A above bears to the aggregate number amount of Firm Shares 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 Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 8 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities and the aggregate number amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Offered Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Shares Offered Securities are not made within thirty six (36) 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, Date but in no event for longer than then seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or Statement and in the Prospectus or in any other documents or arrangements may be effected.or

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase and pay for the Firm Shares Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number principal amount of the Firm Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number principal amount of the Firm Shares Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Securities set forth opposite their respective names in Schedule A I bears to the aggregate number principal amount of Firm Shares 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 Firm Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, PROVIDED that in no event shall the number principal amount of Firm Shares Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number principal amount of Firm Shares Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and pay for the Securities and the aggregate number principal amount of Firm Shares Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number principal amount of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares Securities are not made within thirty six (36) 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, the Pricing Prospectus or 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.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 (7) days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and if arrangements satisfactory to you, the Representatives Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate (other than with respect to (i) expenses to be borne by the Company, the Selling Stockholders and the Underwriters as provided in Section 7 hereof and (ii) the indemnification and contribution obligations of the Company and the Selling Stockholders and the Underwriters as provided in Section 8 hereof) without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholders. In any such case, either the Representatives or the Company case you 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or any Selling Stockholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or any Selling Stockholder shall be unable to perform its obligations under this Agreement, the Company and the Selling Stockholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Underwriters' Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Underwriters' Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Underwriters' Securities set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number amount of Firm Shares 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 Firm Shares Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Underwriters' Securities and the aggregate number amount of Firm Shares Underwriters' Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) hours after such default, If this Agreement shall terminate without liability be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any non-defaulting Underwriter of the conditions of this Agreement, or the Company. In if for any such case, either the Representatives or reason the Company shall have the right be unable 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 Statementperform its obligations under this Agreement, the Pricing Prospectus Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the Prospectus or in any other documents or arrangements may be effectedoffering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I attached hereto bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided thatprovided, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 12 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 you 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, Statement and in the Pricing Prospectus or the Final Prospectus or in any other documents or arrangements may be effected. If, on the Additional 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 the Additional 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 the Additional 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 Section 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. IfThis Agreement shall become effective upon the later of (x) execution and delivery hereof by the parties hereto and (y) release of notification of the effectiveness of the Registration Statement (or, if applicable, any post-effective amendment) by the Commission. If on the Closing Date or the Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that which it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I bears to the aggregate number of Firm Underwritten 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement Section 1 be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) tenth of such number of Firm Shares without the written consent of such Underwriter. If, If on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, this Agreement (or the obligations of the several Underwriters to purchase the Option Shares, as the case may be) 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 (or, in the case of the Option Shares, the Additional Closing Date), but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or Statement and in the Prospectus or in any other documents or arrangements that 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.

Defaulting Underwriters. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that Notes which it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number principal amount of the Firm Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number principal amount of the Firm Shares Notes to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Notes set forth opposite their respective names in Schedule A the Underwriting Agreement bears to the aggregate number principal amount of Firm Shares Notes 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 Firm Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number principal amount of Firm Shares Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number principal amount of Firm Shares Notes without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Notes which it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Shares Notes with respect to which such default occurs is more than one-tenth (10%) of the aggregate number principal amount of Firm Shares Notes to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Manager and the Company for the purchase of such Firm Shares Notes are not made within thirty six (36) 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, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares 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 the Closing Datesuch date, and the aggregate number amount of the Firm Shares such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Notes of such Underwriter or Underwriters to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares such Notes set forth opposite their respective names in Schedule A I hereto bears to the aggregate number amount of Firm Shares such Notes set forth opposite the names of all such non-non- defaulting Underwriters, or in such other proportions as the Representatives Barclays may specify, to purchase the Firm Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares the Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares such Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares such Notes and the aggregate number amount of Firm Shares such Notes with respect to which such default occurs is more than one-one- tenth (10%) of the aggregate number amount of Firm Shares such Notes to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Barclays and the Company for the purchase of such Firm Shares Notes are not made within thirty six (36) 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 Barclays 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, the Pricing Prospectus or 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 this Agreement shall be terminated by the Underwriters 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 Firm Shares Notes set forth opposite the name of such Underwriter in Schedule I hereto that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Notes of such Underwriter to be purchased on the Closing Datesuch date, the other Underwriters Underwriter shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of Firm 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 Firm Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares the Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares such Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares such Notes and the aggregate number amount of Firm Shares such Notes with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares such Notes to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Firm Shares Notes are not made within thirty six (36) 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 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, the Pricing Prospectus or 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. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Units that it has or they have agreed to purchase hereunder on either the Closing Date or any Additional Closing Date, and the aggregate number of the Firm Shares which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares Units that the Underwriters are obligated to be purchased purchase on the Closing Datesuch date, the other Underwriters each non-defaulting Underwriter shall be obligated severally obligated, severally, in the proportions that proportion in which the number of Firm Shares Units set forth opposite their respective names its name in Schedule A I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all such non-defaulting Underwriters, Underwriters or in such other proportions proportion as you may specify in the Representatives may specifyAgreement Among Underwriters, to purchase the Firm Shares which Units that such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase on the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriterpurchase. If, on the Closing Date, If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units on either the Closing Date or any Additional Closing Date and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares Units that the Underwriters are obligated to be purchased purchase on the Closing Date, such date and arrangements satisfactory to the Representatives you and the Company Partnership for the purchase of such Firm Shares Units are not made within thirty six (36) 48 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the CompanyPartnership (provided that if such default occurs with respect to Additional Units, this Agreement will not terminate as to the Firm Units or any Additional Units purchased prior to such termination). In any such casecase that does not result in termination of this Agreement, either the Representatives you or the Company Partnership shall have the right to postpone the Closing Date or Additional Closing Date, as applicable, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or Statement and 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 such default of any such Underwriter under this Agreement.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I annexed hereto bears to the aggregate number of Firm 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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(l). 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, unless otherwise agreed to by the Company and the Representatives, in order that the required changes, if any, in the Registration Statement, in the Pricing Prospectus or 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 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.

Defaulting Underwriters. If, on the Closing Date or any Option Closing Date, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company, the Operating Partnership or the Advisor), the Representative shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If after such 36 hours the Representative shall fail not have procured such other Underwriters, or refuse any others, to purchase the Firm Shares that it has or they have agreed to purchase hereunder on be purchased by the Closing Datedefaulting Underwriter or Underwriters, and then (a) if the aggregate number of Shares with respect to which such default shall occur does not exceed 10% of the Firm Shares to be purchased on the Closing Date or any Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, or refused to purchase is not more than one-tenth (10%b) of if the aggregate number of Shares with respect to which such default shall occur exceeds 10% of the Firm Shares to be purchased on the Closing Date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, Date or in such other proportions as the Representatives may specify, to purchase the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Option Closing Date, any Underwriter as the case may be, the Company or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than oneRepresentative will have the right, by written notice given within the next 36-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory hour period to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) hours after such defaultparties to this Agreement, to terminate this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter Underwriters or of the Company, except to the extent set forth in Sections 7 and 10 hereof. In Nothing contained herein shall relieve a defaulting Underwriter of any such caseliability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Company shall have the right to may postpone the Closing Date, but in no event Date or any Option Closing Date for longer than up to seven days, full business days in order to effect any changes that in the required changes, if any, opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Pricing Prospectus or the Prospectus or in any other documents document or arrangements may be effectedarrangement.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and if arrangements satisfactory to the Representatives you, and the Company for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate (other than with respect to (a) expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and (b) the indemnification and contribution obligations of the Company and the Underwriters as provided in Section 7 hereof) without liability on the part of any non-defaulting Underwriter or the Company. In any such case, either the Representatives or the Company case you 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (x) terminate their obligation hereunder to purchase Additional Shares or (y) 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement (other than by reason of a default by any of the Underwriters described in the preceding paragraph), or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and if arrangements satisfactory to you, the Representatives Company and the Company Firm Share Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate (other than with respect to (i) expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and (ii) the indemnification and contribution obligations of the Sellers and the Underwriters as provided in Section 8 hereof) without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyFirm Share Selling Stockholders. 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 (7) days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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 to the Company and/or the non-defaulting Underwriters, as the case may be, arising out of or related to any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally severally, in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I bears to the aggregate number of Firm 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; such date, provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 12(a) by an amount in excess of one-ninth (1/9) of such number of Firm the Shares without the written consent of such Underwriter. . (b) If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm the Shares and the aggregate number of Firm the Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm the Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company Company, as applicable, for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, as applicable. In any such case, case either the Representatives or the Company Company, as applicable, 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, the Pricing ADR Registration Statement, the Time of Sale 27 Prospectus or the Prospectus Prospectus, or in any other documents or arrangements arrangements, may be effected. (c) 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 (a) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (b) 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 Section 12(c) shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (d) If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or any Operating Subsidiary to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or any Operating Subsidiary shall be unable to perform its obligations under this Agreement, the Company or such Operating Subsidiary will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or any Option Closing Date, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company, the Operating Partnership or the Advisor), the Representative shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If after such 36 hours the Representative shall fail not have procured such other Underwriters, or refuse any others, to purchase the Firm Shares that it has or they have agreed to purchase hereunder on be purchased by the Closing Datedefaulting Underwriter or Underwriters, and then (a) if the aggregate number of Shares with respect to which such default shall occur does not exceed 10% of the Firm Shares to be purchased on the Closing Date or any Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, or refused to purchase is not more than one-tenth (10%b) of if the aggregate number of Shares with respect to which such default shall occur exceeds 10% of the Firm Shares to be purchased on the Closing Date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, Date or in such other proportions as the Representatives may specify, to purchase the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Option Closing Date, any Underwriter as the case may be, the Company or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than oneRepresentative will have the right, by written notice given within the next 36-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory hour period to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) hours after such defaultparties to this Agreement, to terminate this Agreement shall terminate without liability on the part of any non-the nondefaulting Underwriters or of the Company, except to the extent set forth in Sections 7 and 9 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Company. In any such caseShares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Company shall have the right to may postpone the Closing Date, but in no event Date or any Option Closing Date for longer than up to seven days, full business days in order to effect any changes that in the required changes, if any, opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Pricing Prospectus or the Prospectus or in any other documents document or arrangements may be effectedarrangement.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 case you 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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.

Defaulting Underwriters. If, on the Closing Date, 9.1. If any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of the Firm Shares which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%1/10) of the aggregate number of the Firm Shares (including after giving effect to be purchased on any arrangements between you and the Company for the purchase of the Shares as referred to under Section 9.2 hereof), the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date or any Additional Closing Date, the other Underwriters each non-defaulting Underwriter shall be obligated severally obligated, severally, in the proportions that proportion in which the number of Firm Shares set forth opposite their respective names its name in Schedule A I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, Underwriters or in such other proportions proportion as you may specify in any agreement among the Representatives may specifyUnderwriters, to purchase the Firm Shares which that such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase on the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth purchase. 9.2. If (1/9a) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm the Shares and on the Closing Date or any Additional Closing Date, (b) the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%1/10) of the aggregate number of Firm Shares to be purchased on the such Closing Date, Date and (c) arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six forty-eight (3648) hours after such default, either you or the Company shall have the right to: (i) terminate this Agreement shall terminate without any liability on the part of any non-defaulting Underwriter or, except as provided in Sections 5 and 6 hereof (provided that if such default occurs with respect to any Additional Shares after the Closing Date, this Agreement will not terminate as to the Firm Shares or any Additional Shares purchased prior to such termination), the Company. In any such case, either the Representatives or the Company shall have the right to ; or (ii) 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, the Pricing Prospectus or Time of Sale Information and the Prospectus or in any other documents or arrangements may be effected. 9.3. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any such default of such Underwriter under this Agreement.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 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 Stockholders. In any such case, case either the Representatives you or the Company relevant Sellers 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, the Pricing Prospectus or Statement and in the Prospectus or in any other documents or 24 arrangements may be effected. If, on the 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, the non-defaulting Underwriters shall have the option to (a) terminate their obligation hereunder to purchase Additional Shares or (b) 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch ​ ​ date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I bears to the aggregate number of Firm 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 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, in the Pricing Prospectus or 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.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and if arrangements satisfactory to you, the Representatives Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 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 Stockholders. In any such case, case either the Representatives you or the Company relevant Sellers 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Debt Securities that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Debt Securities to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Debt Securities set forth opposite their respective names in Schedule A above bears to the aggregate number amount of Firm Shares Debt 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 Firm Shares Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that, in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriterdate. If, If on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Debt Securities and the aggregate number amount of Firm Shares Debt Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Debt Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares Debt Securities are not made within thirty six (36) 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 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, the Pricing Prospectus or 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.

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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.

Defaulting Underwriters. If, on the Closing any Delivery Date, any one or more Underwriter defaults in the performance of the Underwriters shall fail or refuse its obligations to purchase the Firm Shares that it has or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Dateunder this Agreement, the other remaining non-defaulting Underwriters shall be obligated severally to purchase or make arrangements reasonably satisfactory to the Company and the Selling Stockholders for other persons to purchase the Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions that which the number of Firm Shares set forth opposite their respective names the name of each remaining non-defaulting Underwriter in Schedule A I hereto bears to the aggregate total number of Firm Shares set forth opposite the names of all such the remaining non-defaulting UnderwritersUnderwriters in Schedule I hereto; provided, or in such other proportions as however, that the Representatives may specify, remaining non-defaulting Underwriters shall not be obligated to purchase any of the Firm Shares which on such Delivery Date if the total number of Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date exceeds 9.09% of the Closing Date; provided that, in no event shall the total number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing such Delivery Date, and arrangements any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 3 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives and who so agree, shall have the Company for right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect within 36 hours of the default to purchase of the shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Firm Shares are not made within thirty six (36) hours after such defaultDelivery Date, this Agreement (or, with respect to any Option Share Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyCompany or the Selling Stockholders, except as provided in Section 18 hereof and except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 8 and 13 hereof. In As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any such caseparty not listed in Schedule I hereto that, pursuant to this Section 11, purchases Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company and the Selling Stockholders for damages caused by its default. If other Underwriters are obligated or agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company shall have the right to may postpone the Closing Date, but Delivery Date for up to seven full business days in no event for longer than seven daysorder to effect any changes that, in order that the required changesopinion of counsel for the Company or counsel for the Underwriters, if any, may be necessary in the Registration Statement, the Pricing Prospectus or the Prospectus or in any other documents document or arrangements may be effectedarrangement.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased by all of the Underwriters on such date, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the applicable Closing Date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on by all the Closing DateUnderwriters at such time hereunder, and arrangements satisfactory to the Representatives and the Company Representative for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholders other than as provided in Section 8.8 hereof. In the event of any such casedefault by one or more Underwriters as described in this Section 11, either the Representatives or the Company Representative shall have the right to postpone the applicable Closing Date, established as provided in Section 4 hereof, but in no event for longer than seven (7) business days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or Statement and in the Prospectus or in any other documents or arrangements for the purchase and delivery of the Shares may be effected. If, on the 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 10 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and if arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate (other than with respect to (i) expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and (ii) the indemnification and contribution obligations of the Company and the Underwriters as provided in Section 7 hereof) without liability on the part of any non-defaulting Underwriter or the Company. In any such case, either the Representatives or the Company case you 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. [Applicable only if there is more than one Underwriter of the Offered Securities.] If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Offered Securities of any series that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Offered Securities of such series which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Offered Securities of such series to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Offered Securities of such series set forth opposite their respective names in Schedule A above bears to the aggregate number amount of Firm Shares Offered Securities of such series set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Offered Securities of any series that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 8 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities of any series and the aggregate number amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Offered Securities of such series to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Firm Shares Offered Securities are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate with respect to such series of Offered Securities 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, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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 this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Offered Securities.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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 (7) days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A I annexed hereto bears to the aggregate number of Firm 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; such date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 9 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within thirty six (36) 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, 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, in the Pricing Prospectus or 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 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.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Debentures that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Debentures to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Debentures set forth opposite their respective names in Schedule A I to this Agreement bears to the aggregate number amount of Firm Shares Debentures 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 Firm Shares Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Debentures that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 8 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares Debentures without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares the Debentures that it has or they have agreed to purchase and the aggregate number amount of Firm Shares Debentures with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Debentures to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Firm Shares Debentures are not made within thirty six (36) 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, 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, the Pricing Prospectus or 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 the Underwriting Agreement. If the Underwriting Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of the Underwriting Agreement, or if for any reason the Company shall be unable to perform its obligations under 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-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Underwriting Agreement or the offering of the Debentures. 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 Debentures.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule SCHEDULE A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, PROVIDED that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 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 Stockholders. In any such case, case either the Representatives you or the Company relevant Sellers 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the Sellers' obligations under this Agreement (including without limitation a failure of any Selling Stockholder to sell and deliver the Shares covered in Section 18), or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers, severally, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. 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 Firm Shares that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the Firm Shares to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A bears to the aggregate number of 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 Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number of Firm Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 11 by an amount in excess of one-ninth (1/9) of such number of Firm Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to you, the Representatives Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within thirty six (36) 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 Stockholders. In any such case, case either the Representatives you or the Company relevant Sellers 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, the Pricing Prospectus or 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 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, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Seller which so fails or refuses to comply or is unable to perform will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. [Applicable only if there is more than one Underwriter of the Offered Securities.] If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares Offered Securities of any series that it has or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of the Firm Shares Offered Securities of such series which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number amount of the Firm Shares Offered Securities of such series to be purchased on the Closing Datesuch date, the other Underwriters shall be obligated severally in the proportions that the number amount of Firm Shares Offered Securities of such series set forth opposite their respective names in Schedule A above bears to the aggregate number amount of Firm Shares Offered Securities of such series set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Firm Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date; provided that, that in no event shall the number amount of Firm Shares Offered Securities of any series that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 8 by an amount in excess of one-ninth (1/9) of such number amount of Firm Shares Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities of any series and the aggregate number amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth (10%) of the aggregate number amount of Firm Shares Offered Securities of such series to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representatives Managers and the Company for the purchase of such Firm Shares Offered Securities are not made within thirty six (36) 36 hours after such default, this Agreement shall terminate with respect to such series of Offered Securities 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, Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Pricing Prospectus or 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 this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Under writers in connection with this Agreement or the offering of the Offered Securities.