Common use of Increase in Underwriters’ Commitments Clause in Contracts

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the rightuse reasonable efforts, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). If, during such 36-hour period, the Representative shall not have made such arrangements, then the Company shall be entitled to a further period of 36 hours within which to make arrangements for another party or parties satisfactory to the Representative to purchase the Defaulted Shares. Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of the total number of Shares to be purchased on such totaldate, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 Section 6 and 9 Section 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter underwriter or Underwriters underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If Subject to Sections 6 and 7 hereof, if any Underwriter shall fail, refuse, or default at the Closing Time or on at any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter Underwriter, severally and not jointly, shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Credit Suisse shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as Credit Suisse may designate with the defaulting consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or each additional time of purchase, as the Representative case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Shares, Credit Suisse may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3, 4(p), 5, 9 and 9 hereof 10 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Credit Suisse with the approval of the Company or selected by the Company with the approval of the RepresentativeCredit Suisse’s approval). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Credit Suisse shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”"DEFAULTED SHARES"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 7 and 9 11 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares Offered Securities to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Offered Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Offered Securities to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Offered Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Offered Securities agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares Securities exceeds 10% of the total number of Offered Securities to be purchased on such totaldate, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 6 and 9 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares Offered Securities hereunder on such date unless all of the Shares Offered Securities to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five seven business days in order that any necessary changes in the Registration Statement and Prospectus Statement, the Prospectus, the Disclosure Package and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 48 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 3648-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party (other than the defaulting Underwriter), except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Initial Closing Time or on any at an Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 48 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 3648-hour period, (ia) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters; and (iib) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party (other than the defaulting Underwriter), except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Initial Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof), the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Securities to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Securities agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representative may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Securities set opposite the names of such non-defaulting Underwriters in Schedule A hereto; and (ii) if the total number of Defaulted Shares Securities exceeds 10% of such totaltotal number of Securities to be purchased at the time of purchase or each additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Securities, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3, 5(p), 7, 11 and 9 hereof 12 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares Securities hereunder on such date unless all of the Shares to be purchased on such date Securities are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representative shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 10 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 Section 7 and 9 Section 11 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative either (A) may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationtermination or (B) make arrangements with the other non-defaulting Underwriters, or other underwriters selected by the Representative and approved by the Company, to take up all, but not less than all, of the Shares to be purchased under this Agreement, including the Defaulted Shares. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the First Closing Time Date or on any a Option Closing Time Date in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 48 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 3648-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of the total number of Shares to be purchased on such totaldate, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and Section 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the First Closing Time Date or the relevant Option Closing Time Date for a period not exceeding five seven business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 48 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 3648-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party (other than the defaulting Underwriter), except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof), the Representative Xxxxxxx Xxxxx shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as Xxxxxxx Xxxxx may designate with the defaulting consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or each additional time of purchase, as the Representative case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Shares, Xxxxxxx Xxxxx may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3 5(p), 7, 11 and 9 hereof 12 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Xxxxxxx Xxxxx with the approval of the Company or selected by the Company with the approval of the RepresentativeXxxxxxx Xxxxx). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Xxxxxxx Xxxxx shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 10 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, date the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters satisfactory to the Company, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party non-defaulting Underwriter except as set forth in Section 9 (provided that if such default occurs with respect to the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive Initial Shares after the Closing Time, this Agreement will not terminate as to the Initial Shares or any Option Shares purchased prior to such termination). Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as, if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof), the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Securities to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Securities agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representative may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Securities set opposite the names of such non-defaulting Underwriters in Schedule A hereto; and (ii) if the total number of Defaulted Shares Securities exceeds 10% of such totaltotal number of Securities to be purchased at the time of purchase or each additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Securities, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3, 5(q), 7, 11 and 9 hereof 12 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares Securities hereunder on such date unless all of the Shares to be purchased on such date Securities are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representative shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 10 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, date the Representative shall have the right, within 36 48 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-48 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it the Company will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five (5) business days in order that any necessary changes in the Registration Statement and Final Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares Offered Securities to be purchased by it under this Agreement on such date(other than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 6 hereof), the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Offered Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-hour period, (ia) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Offered Securities to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Offered Securities agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representatives may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Defaulted Securities shall be taken up and paid for by all non-defaulting Underwriters; Underwriters pro rata in proportion to the aggregate number of Firm Securities set opposite the names of such non-defaulting Underwriters in Schedule A; and (iib) if the total number of Defaulted Shares Securities exceeds 10% of such totaltotal number of Offered Securities to be purchased at the time of purchase or each additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Securities, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 2, 3(n), 4, 8, and 9 hereof shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares Offered Securities hereunder on such date unless all of the Shares to be purchased on such date Offered Securities are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representatives shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 7 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the rightuse reasonable efforts, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). If, during such 36-hour period, the Representatives shall not have made such arrangements, then the Company shall be entitled to a further period of 36 hours within which to make arrangements for another party or parties satisfactory to you to purchase the Defaulted Shares. Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of the total number of Shares to be purchased on such totaldate, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 Section 6 and 9 Section 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter underwriter or Underwriters underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, date the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, date the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as, if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date, the Representative shall have the rightuse reasonable efforts, within 36 thirty-six (36) hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares aggregate principal amount of Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). If, during such thirty-six (36) hour period, the Representative shall not have made such arrangements, then the Company shall be entitled to a further period of thirty-six (36) hours within which to make arrangements for another party or parties satisfactory to the Representative to purchase the Defaulted Securities. Absent the completion of such arrangements within such thirty-six (36-) hour period, (i) if the total number aggregate principal amount of Defaulted Shares Securities does not exceed 10% of the total number aggregate principal amount of Shares Securities to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares aggregate principal amount which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number aggregate principal amount of Shares Securities agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number aggregate principal amount of Defaulted Shares Securities exceeds 10% of the total aggregate principal amount of Securities to be purchased on such totaldate, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 Section 6 and 9 Section 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares Securities hereunder on such date unless all of the Shares Securities to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter underwriter or Underwriters underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five (5) business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which that such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall be required to take up and pay for (in addition to the number of Shares which that it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement Statement, the Disclosure Package and the Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares Offered Securities to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Offered Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Offered Securities to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Offered Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Offered Securities agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares Securities exceeds 10% of the total number of Offered Securities to be purchased on such totaldate, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 6 and 9 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares Offered Securities hereunder on such date unless all of the Shares Offered Securities to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five seven business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term "Underwriter" as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the same effect as if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 forty eight (48) hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 3648-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party (other than the defaulting Underwriter), except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If Subject to Sections 6 and 7 hereof, if any Underwriter shall fail, refuse, or default at the Closing Time or on at any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter Underwriter, severally and not jointly, shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and Section 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the CompanyCompany and each Selling Stockholder, without liability of any party to any other party except that the provisions of Sections 5 6 and 9 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees and each Selling Stockholder agree with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares Offered Securities to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Offered Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”"DEFAULTED SECURITIES"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Offered Securities to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Offered Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Offered Securities agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares Securities exceeds 10% of the total number of Offered Securities to be purchased on such totaldate, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 6 and 9 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares Offered Securities hereunder on such date unless all of the Shares Offered Securities to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five seven business days in order that any necessary changes in the Registration Statement and Prospectus Statement, the Prospectus, the Disclosure Package and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Xxxxxxx Xxxxx shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as Xxxxxxx Xxxxx may designate with the defaulting consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or each additional time of purchase, as the Representative case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Shares, Xxxxxxx Xxxxx may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3 4(p), 5, 9 and 9 hereof 10 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Xxxxxxx Xxxxx with the approval of the Company or selected by the Company with the approval of the RepresentativeXxxxxxx Xxxxx' approval). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Xxxxxxx Xxxxx shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 7 and 9 11 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter Subject to Sections 7 and 8 hereof, if one or more of the Underwriters shall default at the Closing Time or on any Option Closing Time in its their obligation to take up and pay for the Shares to be purchased by it under hereunder at the time of closing or an additional time of closing (otherwise than for a failure of a condition set forth in Section 7 hereof or a reason sufficient to justify the termination of this Agreement on such dateunder the provisions of Section 8 hereof), then the Representative Joint Book-Running Managers (excluding any defaulting Joint Book-Running Manager) shall have use reasonable efforts within the right, within 36 24 hours after such default, default to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall defaulting Underwriters have agreed but failed to take up and pay for (the “Defaulted Shares”). If, during such 24-hour period, the Joint Book-Running Managers have not made such arrangements, the Company shall, at its option, be entitled to a 36-hour period within which to make arrangements for another party or parties to purchase all or a portion of the Defaulted Shares. Absent the completion of such arrangements within such the 24-hour period provided above and, if applicable, the 36-hour periodperiod provided above, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each the non-defaulting Underwriter Underwriters shall take up and pay for (in addition to the aggregate number of Shares which it is otherwise they are obligated to purchase on such date pursuant to this AgreementSection 1 hereof) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters as of the time of purchase or additional time of purchase, as applicable. Such Shares shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as the non-defaulting Joint Book-Running Managers may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting Underwriters; and (ii) if Underwriters pro rata in proportion to the total aggregate number of Defaulted Firm Shares exceeds 10% set opposite the names of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. non-defaulting Underwriters in Schedule I. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the non-defaulting Underwriters (or by substituted Underwriters selected by the Representative you with the approval of the Company or selected by the Company with the approval of the Representativeyour approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or the non-defaulting Underwriters Joint Book-Running Managers shall have the right to postpone the Closing Time time of purchase or the relevant Option Closing Time additional time of purchase, as applicable, for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 9 with like effect as if such substituted Underwriter had originally been named in Schedule I. If the Defaulted Shares exceed 10% of the total number of Shares which all Underwriters agreed to purchase hereunder at the time of closing or additional time of closing, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the relevant periods provided above for the purchase of all the Defaulted Shares, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares Capital Securities to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Capital Securities which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”Capital Securities"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares Capital Securities does not exceed 10% of the total number of Shares Capital Securities to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Capital Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Capital Securities agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares Capital Securities exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the CompanyCompany and the Trust, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees and the Trust agree with the non-defaulting Underwriters that it will not sell any Shares Capital Securities hereunder on such date unless all of the Shares Capital Securities to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company and the Trust or selected by the Company and/or the Trust with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company Company, the Trust or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as, if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that (other than the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationdefaulting Underwriter). Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term "Underwriter" as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares Notes to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Notes which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesNotes”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number aggregate principal amount of Defaulted Shares Notes does not exceed 10% of the total number aggregate principal amount of Shares the Notes to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number principal amount of Shares the Notes which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number aggregate principal amount of Shares the Notes agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number aggregate principal amount of Defaulted Shares Notes exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 6 and 9 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares Notes hereunder on such date unless all of the Shares Notes to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date, the Representative shall have the rightuse reasonable efforts, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares aggregate principal amount of Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). If, during such 36-hour period, the Representative shall not have made such arrangements, then the Company shall be entitled to a further period of 36 hours within which to make arrangements for another party or parties satisfactory to the Representative to purchase the Defaulted Securities. Absent the completion of such arrangements within such 36-hour period, (i) if the total number aggregate principal amount of Defaulted Shares Securities does not exceed 10% of the total number aggregate principal amount of Shares Securities to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares aggregate principal amount which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number aggregate principal amount of Shares Securities agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number aggregate principal amount of Defaulted Shares Securities exceeds 10% of the total aggregate principal amount of Securities to be purchased on such totaldate, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 Section 6 and 9 Section 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares Securities hereunder on such date unless all of the Shares Securities to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter underwriter or Underwriters underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the CompanyCompany and the Forward Purchasers, without liability of any party other than the defaulting Underwriter to any other party party, except that the provisions of Sections 5 6 and 9 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company Company, the Forward Purchasers or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative UBS shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or the additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as UBS may designate with the defaulting consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or the additional time of purchase, as the Representative case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period from the date of default for the purchase of such Defaulted Shares, UBS may terminate this Agreement by notice to the Company, without liability of any party to any other party party, except that the provisions of Sections 4(o), 5 and 9 hereof shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative UBS with the approval of the Company or selected by the Company with the approval of the RepresentativeUBS’s approval). If a new Underwriter is, or new Underwriters are are, substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters UBS shall have the right to postpone the Closing Time time of purchase or the relevant Option Closing Time additional time of purchase, as the case may be, for a period not exceeding five business days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any underwriter substituted under this Section 8 with like effect as if such substituted underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Securities to be purchased on such dateat the time of purchase or the additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Securities agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representatives may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Securities set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares Securities exceeds 10% of such totaltotal number of Securities to be purchased at the time of purchase or the additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period from the date of default for the purchase of such Defaulted Securities, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party party, except that the provisions of Sections 4(p), 5 and 9 hereof shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares Securities hereunder on such date unless all of the Shares to be purchased on such date Securities are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives’ approval). If a new Underwriter is, or new Underwriters are are, substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representatives shall have the right to postpone the Closing Time time of purchase or the relevant Option Closing Time additional time of purchase, as the case may be, for a period not exceeding five business days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any underwriter substituted under this Section 8 with like effect as if such substituted underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Xxxxxxx Xxxxx shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as Xxxxxxx Xxxxx may designate with the defaulting consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or each additional time of purchase, as the Representative case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Shares, Xxxxxxx Xxxxx may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 3 4(p), 5 and 9 hereof shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Xxxxxxx Xxxxx with the approval of the Company or selected by the Company with the approval of the RepresentativeXxxxxxx Xxxxx' approval). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Xxxxxxx Xxxxx shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative UBS shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or the additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as UBS may designate with the defaulting consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or the additional time of purchase, as the Representative case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period from the date of default for the purchase of such Defaulted Shares, UBS may terminate this Agreement by notice to the Company, without liability of any party to any other party party, except that the provisions of Sections 4(m), 5 and 9 hereof shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative UBS with the approval of the Company or selected by the Company with the approval of the RepresentativeUBS’s approval). If a new Underwriter is, or new Underwriters are are, substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters UBS shall have the right to postpone the Closing Time time of purchase or the relevant Option Closing Time additional time of purchase, as the case may be, for a period not exceeding five business days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any underwriter substituted under this Section 8 with like effect as if such substituted underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 48 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 3648-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party (other than the defaulting Underwriter), except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five (5) business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Xxxxxx Xxxxxxx shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or the additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as Xxxxxx Xxxxxxx may designate with the defaulting consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or the additional time of purchase, as the Representative case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period from the date of default for the purchase of such Defaulted Shares, Xxxxxx Xxxxxxx may terminate this Agreement by notice to the Company, without liability of any party to any other party party, except that the provisions of Sections 4(o), 5 and 9 hereof shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Xxxxxx Xxxxxxx with the approval of the Company or selected by the Company with the approval of the RepresentativeXxxxxx Xxxxxxx’x approval). If a new Underwriter is, or new Underwriters are are, substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Xxxxxx Xxxxxxx shall have the right to postpone the Closing Time time of purchase or the relevant Option Closing Time additional time of purchase, as the case may be, for a period not exceeding five business days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any underwriter substituted under this Section 8 with like effect as if such substituted underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party other than the defaulting Underwriter to any other party party, except that the provisions of Sections 5 7 and 9 11 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, date the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as, if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the First Closing Time Date or on any an Option Closing Time Date in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 48 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of the total number of Shares to be purchased on such totaldate, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and Section 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the First Closing Time Date or the relevant Option Closing Time Date for a period not exceeding five seven business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter Subject to Sections 7 and 8 hereof, if one or more of the Underwriters shall default at the Closing Time or on any Option Closing Time in its their obligation to take up and pay for the Shares to be purchased by it under hereunder at the time of closing or an additional time of closing (otherwise than for a failure of a condition set forth in Section 7 hereof or a reason sufficient to justify the termination of this Agreement on such dateunder the provisions of Section 8 hereof), then the Representative Representatives (excluding any defaulting Representative) shall have use reasonable efforts within the right, within 36 24 hours after such default, default to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall defaulting Underwriters have agreed but failed to take up and pay for (the “Defaulted Shares”). If, during such 24-hour period, the Representatives have not made such arrangements, the Company shall, at its option, be entitled to a 36-hour period within which to make arrangements for another party or parties to purchase all or a portion of the Defaulted Shares. Absent the completion of such arrangements within such the 24-hour period provided above and, if applicable, the 36-hour periodperiod provided above, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each the non-defaulting Underwriter Underwriters shall take up and pay for (in addition to the aggregate number of Shares which it is otherwise they are obligated to purchase on such date pursuant to this AgreementSection 1 hereof) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters as of the time of purchase or additional time of purchase, as applicable. Such Shares shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as the non-defaulting Representatives may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting Underwriters; and (ii) if Underwriters pro rata in proportion to the total aggregate number of Defaulted Firm Shares exceeds 10% set opposite the names of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the non-defaulting Underwriters (or by substituted Underwriters selected by the Representative you with the approval of the Company or selected by the Company with the approval of the Representativeyour approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or the non-defaulting Underwriters Representatives shall have the right to postpone the Closing Time time of purchase or the relevant Option Closing Time additional time of purchase, as applicable, for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 9 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the Defaulted Shares exceed 10% of the total number of Shares which all Underwriters agreed to purchase hereunder at the time of closing or additional time of closing, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the relevant periods provided above for the purchase of all the Defaulted Shares, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 7 and 9 11 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase allthe principal amount, but not less than allthe principal amount, of the Shares Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number principal amount of Defaulted Shares Securities does not exceed 10% of the total number principal amount of Shares Securities to be purchased on such dateat the time of purchase or the additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number principal amount of Shares Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion principal amount of the total number of Shares Securities agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representatives may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate principal amount of Firm Securities set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number principal amount of Defaulted Shares Securities exceeds 10% of such totaltotal principal amount of Securities to be purchased at the time of purchase or the additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period from the date of default for the purchase of such Defaulted Securities, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party party, except that the provisions of Sections 4(p), 5 and 9 hereof shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares Securities hereunder on such date unless all of the Shares to be purchased on such date Securities are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives’ approval). If a new Underwriter is, or new Underwriters are are, substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representatives shall have the right to postpone the Closing Time time of purchase or the relevant Option Closing Time additional time of purchase, as the case may be, for a period not exceeding five business days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any underwriter substituted under this Section 8 with like effect as if such substituted underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default defaults at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which that it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 Section 3 and 9 Section 7 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Offering Statement and Prospectus Offering Circular and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus Statement, the Prospectus, the Disclosure Package and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 6 and 9 hereof 10 shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder at the Closing Time or on such date any Date of Delivery unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Securities to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Securities agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representative may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Securities set opposite the names of such non-defaulting Underwriters in Schedule A hereto; and (ii) if the total number of Defaulted Shares Securities exceeds 10% of such totaltotal number of Securities to be purchased at the time of purchase or each additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Securities, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3, 4(p), 5, 9 and 9 hereof 10 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares Securities hereunder on such date unless all of the Shares to be purchased on such date Securities are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representative shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased on such date, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination; provided, however, that nothing herein will relieve a defaulting Underwriter from liability for its default. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement Agreement, on such date, date the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as, if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 forty-eight (48) hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36forty-eight (48) hour period, (ia) if the total number of Defaulted Shares does not exceed ten percent (10% %) of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (iib) if the total number of Defaulted Shares exceeds ten percent (10% %) of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five (5) business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares Units to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Units which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesUnits”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares Units does not exceed 10% of the total number of Shares Units to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Units which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Units agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares Units exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the CompanyPartnership, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company Partnership agrees with the non-defaulting Underwriters that it will not sell any Shares Units hereunder on such date unless all of the Shares Units to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company Partnership or selected by the Company Partnership with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company Partnership or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof), the Representative Credit Suisse shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as Credit Suisse may designate with the defaulting consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or each additional time of purchase, as the Representative case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Shares, Credit Suisse may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3 5(p), 7, 11 and 9 hereof 12 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Credit Suisse with the approval of the Company or selected by the Company with the approval of the RepresentativeCredit Suisse). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Credit Suisse shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 10 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 48 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 3648-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party (other than the defaulting Underwriter), except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Companyshall terminate, without liability of any party to any other party non-defaulting Underwriter or the Company except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Xxxxxxx Xxxxx shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as Xxxxxxx Xxxxx may designate with the defaulting consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or each additional time of purchase, as the Representative case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Shares, Xxxxxxx Xxxxx may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3 4(p), 5, 9 and 9 hereof 10 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Xxxxxxx Xxxxx with the approval of the Company or selected by the Company with the approval of the RepresentativeXxxxxxx Xxxxx’ approval). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Xxxxxxx Xxxxx shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any non-defaulting party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the Representative)Representatives) unless the non-defaulting Underwriters agree to the purchase hereunder of a lesser number of Shares. If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Statement, the Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If Subject to Sections 6 and 7, if any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Lead Manager shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or the additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Lead Manager may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or the additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Shares, the Representative Lead Manager may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 4(q), 5 and 9 hereof shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Lead Manager with the approval of the Company or selected by the Company with the approval of the RepresentativeLead Manager's approval). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Lead Manager shall have the right to postpone the Closing Time time of purchase or the relevant Option Closing Time additional time of purchase, as the case may be, for a period not exceeding five business days Business Days from the date of substitution in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase allthe principal amount, but not less than allthe principal amount, of the Shares Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number principal amount of Defaulted Shares Securities does not exceed 10% of the total number principal amount of Shares Securities to be purchased on such dateat the time of purchase or the additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number principal amount of Shares Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion principal amount of the total number of Shares Securities agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representative may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate principal amount of Firm Securities set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number principal amount of Defaulted Shares Securities exceeds 10% of such totaltotal principal amount of Securities to be purchased at the time of purchase or the additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period from the date of default for the purchase of such Defaulted Securities, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party party, except that the provisions of Sections 4(o), 5 and 9 hereof shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares Securities hereunder on such date unless all of the Shares to be purchased on such date Securities are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative’ approval). If a new Underwriter is, or new Underwriters are are, substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representative shall have the right to postpone the Closing Time time of purchase or the relevant Option Closing Time additional time of purchase, as the case may be, for a period not exceeding five business days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any underwriter substituted under this Section 8 with like effect as if such substituted underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased on such date, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination; provided, however, that nothing herein will relieve a defaulting Underwriter from liability for its default. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus and other documents documents, as applicable, may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, date the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections Section 5 and Section 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, date the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it the Company will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as, if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the First Closing Time Date or on any an Option Closing Time Date in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 48 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 3648-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of the total number of Shares to be purchased on such totaldate, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 Section 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the First Closing Time Date or the relevant Option Closing Time Date for a period not exceeding five seven business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter one or more Underwriters shall default at the Closing Time or on any Option Closing Time in its obligation fail to take up purchase and pay for any of the Shares Securities agreed to be purchased by it such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement on such dateAgreement, the Representative remaining Underwriters shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed be obligated severally to take up and pay for (in the “Defaulted Shares”). Absent respective proportions which the completion amount of such arrangements within such 36-hour periodShares set forth opposite their names in Schedule II hereto bears to the aggregate amount of Shares set forth opposite the names of all the remaining Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, (i) if however, that in the total number event that the aggregate amount of Defaulted Shares does not which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the total number aggregate amount of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (set forth in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such totalSchedule II hereto, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting remaining Underwriters shall have the right to postpone purchase all, but shall not be under any obligation to purchase any, of the Closing Time Securities, and if such nondefaulting Underwriters do not purchase all the Shares, this Agreement will terminate without liability to any nondefaulting Underwriter or the relevant Option Company. In the event of a default by any Underwriter as set forth in this Section 8, the First Closing Time Date shall be postponed for a period such period, not exceeding five business days Business Days, as the Representatives shall determine in order that any necessary the required changes in the Registration Statement and the Prospectus and or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 thirty-six (36) hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 7 and 9 11 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(other than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”)for. Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representatives may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or each additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Shares, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3, 4(o), 5, 9, and 9 hereof 10 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representatives shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time the Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase on the terms set forth herein all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). If within 36 hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Defaulted Shares, then the Company shall be entitled to a further period of 36 hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Shares on such terms. Absent the completion of such arrangements within such 36-72 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion that number of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in equal to the proportion that its such non-defaulting Underwriters' underwriting obligations hereunder bears to the underwriting obligations hereunder of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except non-defaulting Underwriter (provided that if such default occurs with respect to the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive Option Shares after the Closing Time, this Agreement will not terminate as to the Initial Shares purchased prior to such termination). Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives, neither such approval to be unreasonably withheld). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If Subject to Sections 6 and 7 hereof, if any Underwriter shall fail, refuse, or default at the Closing Time or on at any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter Underwriter, severally and not jointly, shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and Section 9 hereof shall at all times be effective and shall survive such termination. 37 Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares Offered Securities to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 48 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Offered Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”"DEFAULTED SECURITIES"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Offered Securities to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Offered Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Offered Securities agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares Securities exceeds 10% of the total number of Offered Securities to be purchased on such totaldate, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 6 and 9 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares Offered Securities hereunder on such date unless all of the Shares Offered Securities to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five seven business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 6 and 9 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees and the Selling Stockholder agree with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default ------------------------------------- at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, date the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters satisfactory to the Company, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party non-defaulting Underwriter except as set forth in Section 9 (provided that if such default occurs with respect to the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive Initial Shares after the Closing Time, this Agreement will not terminate as to the Initial Shares or any Option Shares purchased prior to such termination). Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as, if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Securities to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Securities agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representatives may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Securities set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares Securities exceeds 10% of such totaltotal number of Securities to be purchased at the time of purchase or each additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Securities, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3, 4(o), 5, 9 and 9 hereof 10 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares Securities hereunder on such date unless all of the Shares to be purchased on such date Securities are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives’ approval). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representatives shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Securities which such Underwriter shall have agreed but failed to take up and pay for (the 25 “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Securities to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Securities agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representatives may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Securities set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares Securities exceeds 10% of such totaltotal number of Securities to be purchased at the time of purchase or each additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Securities, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3, 4(o), 5, 9 and 9 hereof 10 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares Securities hereunder on such date unless all of the Shares to be purchased on such date Securities are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives’ approval). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representatives shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If Subject to Sections 6 and 7, if any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative UBS Warburg shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or the additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as UBS Warburg may designate with the defaulting consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or the additional time of purchase, as the Representative case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Shares, UBS Warburg may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 4(q), 5 and 9 hereof shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative UBS Warburg with the approval of the Company or selected by the Company with the approval of the RepresentativeUBS Warburg's approval). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters UBS Warburg shall have the right to postpone the Closing Time time of purchase or the relevant Option Closing Time additional time of purchase, as the case may be, for a period not exceeding five business days Business Days from the date of substitution in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares Preferred Securities to be purchased by it under this Agreement on such date, the Representative Underwriters shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Preferred Securities which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”Securities"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Preferred Securities to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Preferred Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Preferred Securities agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations obligation hereunder bears to the underwriting obligations of all non-defaulting Underwriters; Underwriters and (ii) if the total number of Defaulted Shares Securities exceeds 10% of such total, the Representative Underwriters may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Trust and the Company agrees agree with the non-defaulting Underwriters that it the Trust will not sell any Shares Preferred Securities hereunder on such date unless all of the Shares Preferred Securities to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative themselves with the approval of the Company or selected by the Company with the approval of the RepresentativeUnderwriters). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except non-defaulting Underwriter, provided that if such default occurs with respect to the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive Option Shares after the Closing Time, this Agreement will not terminate as to the Initial Shares purchased prior to such termination). Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company any non-defaulting Underwriter for damages occasioned by its default hereunder. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation a Date of Delivery to take up and pay for purchase the Shares that it is obligated to be purchased by it purchase (the "Defaulted Shares") under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up be obligated, severally and pay for not jointly, to purchase (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 7 and 9 11 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof), the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Securities to be purchased on such dateat the time of purchase or the additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Securities which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Securities agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representatives may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Securities set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares Securities exceeds 10% of such totaltotal number of Securities to be purchased at the time of purchase or the additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period from the date of default for the purchase of such Defaulted Securities, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party party, except that the provisions of Sections 4(o), 5 and 9 hereof shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares Securities hereunder on such date unless all of the Shares to be purchased on such date Securities are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives’ approval). If a new Underwriter is, or new Underwriters are are, substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representatives shall have the right to postpone the Closing Time time of purchase or the relevant Option Closing Time additional time of purchase, as the case may be, for a period not exceeding five business days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any underwriter substituted under this Section 8 with like effect as if such substituted underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, date the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees and the Selling Stockholder agree with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares Securities to be purchased by it under this Agreement on such date, the Representative Representatives shall have the rightuse reasonable efforts, within 36 thirty-six (36) hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares aggregate principal amount of Securities which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesSecurities”). If, during such thirty-six (36) hour period, the Representatives shall not have made such arrangements, then the Company shall be entitled to a further period of thirty-six (36) hours within which to make arrangements for another party or parties satisfactory to the Representatives to purchase the Defaulted Securities. Absent the completion of such arrangements within such thirty-six (36-) hour period, (i) if the total number aggregate principal amount of Defaulted Shares Securities does not exceed 10% of the total number aggregate principal amount of Shares Securities to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares aggregate principal amount which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number aggregate principal amount of Shares Securities agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number aggregate principal amount of Defaulted Shares Securities exceeds 10% of the total aggregate principal amount of Securities to be purchased on such totaldate, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 Section 6 and 9 Section 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares Securities hereunder on such date unless all of the Shares Securities to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter underwriter or Underwriters underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five (5) business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 forty-eight (48) hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36forty-eight (48) hour period, (ia) if the total number of Defaulted Shares does not exceed ten percent (10% %) of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (iib) if the total number of Defaulted Shares exceeds ten percent (10% %) of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Date of Delivery for a period not exceeding five (5) business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representative Underwriters shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters satisfactory to the Company, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative Underwriters may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and Section 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters underwriters selected by the Representative Underwriters with the approval of the Company or selected by the Company with the approval of the RepresentativeUnderwriters). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term “Underwriter” as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the same effect as if such substituted Underwriter had originally been named in this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares Offered ADSs to be purchased by it under this Agreement on such date, the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Offered ADSs which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares Offered ADSs to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares Offered ADSs which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares Offered ADSs agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares Offered ADSs hereunder on such date unless all of the Shares Offered ADSs to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any the Option Closing Time in its obligation to take up and pay for the Shares Initial Securities or Option Securities, as the case may be, to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, to purchase all, but not less than all, of the Shares Initial Securities or Option Securities, as the case may be, which such Underwriter shall have agreed but failed to take up and pay for (the “"Defaulted Shares”Securities"). Absent the completion of such arrangements within such 36-36 hour period, (i) if the total number or amount of Defaulted Shares Securities does not exceed 10% of the total number or amount of Shares Initial Securities or Option Securities, as the case may be, to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number or amount of Shares Initial Securities or Option Securities, as the case may be, which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number or amount of Shares Initial Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number or amount of Defaulted Shares Securities exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such terminationnon-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares Initial Securities or Option Securities, as the case may be, hereunder on such date unless all of the Shares Initial Securities or Option Securities, as the case may be, to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time Time, as applicable, for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as, if such substituted Underwriter had originally been named in Schedule I to this Agreement.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation under this Agreement to take up and pay for the Shares to be purchased by it under this Agreement on such date(otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof), the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Shares”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateat the time of purchase or each additional time of purchase, as the case may be, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by all such defaulting Underwriters in such amount or amounts as the defaulting Representatives may designate with the consent of each Underwriter on such date so designated or, in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting UnderwritersUnderwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A; and (ii) if the total number of Defaulted Shares exceeds 10% of such totaltotal number of Shares to be purchased at the time of purchase or each additional time of purchase, as the case may be, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five Business Day period from the date of default for the purchase of such Defaulted Shares, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 3, 5(p), 7, 11 and 9 hereof 12 shall at all times be effective and shall survive such termination. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it they will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in accordance with the foregoing provisionprovisions, the Company or the non-defaulting Underwriters Representatives shall have the right to postpone the Closing Time time of purchase or each additional time of purchase, as the relevant Option Closing Time case may be, for a period not exceeding five business days seven Business Days from the date of substitution in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 10 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Increase in Underwriters’ Commitments. If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares Notes to be purchased by it under this Agreement on such date, the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares Notes which such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted SharesNotes”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number aggregate principal amount of Defaulted Shares Notes does not exceed 10% of the total number aggregate principal amount of Shares the Notes to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number principal amount of Shares the Notes which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number aggregate principal amount of Shares the Notes agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number aggregate principal amount of Defaulted Shares Notes exceeds 10% of such total, the Representative Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 6 and 9 10 hereof shall at all times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares Notes hereunder on such date unless all of the Shares Notes to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representative Representatives with the approval of the Company or selected by the Company with the approval of the RepresentativeRepresentatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected.