Common use of Increase in Underwriters’ Commitments Clause in Contracts

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if any Underwriter shall default in its obligation to take up and pay for the Securities to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the principal amount of Securities which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of Securities, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount of Securities they are obligated to purchase pursuant to Section 1 hereof) the principal amount of Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities set opposite the names of such non-defaulting Underwriters in Schedule A. If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, for a period not exceeding five business days in order that any necessary changes in 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. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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. Subject to Sections 6 7 and 78 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm ADSs to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 7 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 hereof) and if the principal amount number of Securities Firm ADSs which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm ADSs, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Firm ADSs they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm ADSs agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Firm ADSs shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Firm ADSs shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm ADSs set opposite the names of such 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 Firm ADSs hereunder unless all of the Firm ADSs are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 Agreement shall refer to and include any Underwriter substituted under this Section 8 9 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount number of Securities Firm ADSs which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount number of Securities Firm ADSs which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day period stated above for the purchase of all the Securities Firm ADSs which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Purchased Securities to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the principal amount of the Purchased Securities which all Underwriters so defaulting shall have agreed but so failed to take up and pay for does not exceed 10% of the total aggregate principal amount of the Purchased Securities, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount of the Purchased Securities they are obligated to purchase pursuant to Section 1 hereofthis Agreement) the principal amount of the Purchased Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter herein provided. Such Purchased Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Purchased Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of the Purchased Securities set opposite the names of all such non-defaulting Underwriters in Schedule A. A to the Purchase Agreement. Without relieving any defaulting Underwriter of its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Purchased Securities hereunder unless all of the Underwriters' Securities are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter underwriter or Underwriters underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall will have the right to postpone the time of purchase and the additional time of purchase, as the case may be, for a period of 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 like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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. Subject to Sections 6 9 and 710 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Secondary Shares to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 9 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 10 hereof) and if the principal amount number of Securities Secondary Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesSecondary Shares, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the principal amount aggregate number of Securities the Secondary Shares they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Secondary Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Secondary Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Secondary Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Secondary Shares set forth opposite the names of such non-defaulting Underwriters in Schedule A. If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 “Underwriter” as used in this agreement Agreement shall refer to and include any Underwriter substituted under this Section 8 11 with like effect as if such substituted Underwriter had originally been named in Schedule A. A hereto. If the aggregate principal amount number of Securities Secondary Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount number of Securities Secondary Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day period stated above for the purchase of all the Securities Secondary Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors Company or the Selling Shareholder to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany or to the Selling Shareholder; provided, however, that Sections 15, 16 and 17 shall also survive termination and remain in full force and effect. 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. Subject to Sections 6 9 and 710 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 9 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 10 hereof) and if the principal amount number of Securities Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Firm Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Firm Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Bank and the Selling Shareholders each agrees with the non-defaulting Underwriters that it will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Bank or selected by the Bank with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Bank for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Bank or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 “Underwriter” as used in this agreement Agreement shall refer to and include any Underwriter substituted under this Section 8 11 with like effect as if such substituted Underwriter had originally been named in Schedule A. A hereto. If the aggregate principal amount number of Securities Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount number of Securities Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Bank shall make arrangements within the five business day period stated above for the purchase of all the Securities Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors Bank to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsBank or to any Selling Shareholder. 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. Subject to Sections 6 7 and 78, if any Underwriter shall default in its obligation to take up and pay for the Securities to be purchased by it hereunder at a Time of Delivery (otherwise than for reasons a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 hereof) and if the principal amount aggregate number of Securities to be purchased on such date which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesSecurities to be purchased on such date, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities shares agreed to be purchased by all such defaulting UnderwritersUnderwriters on such date, as hereinafter provided. Such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated ordesignated, or in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities set opposite the names of such 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 Securities hereunder unless all of the Securities are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time such Time of purchase and the additional time of purchase, as the case may be, Delivery for a period not exceeding five business days in order that any necessary changes in the Pricing Disclosure Package and the Prospectus and other documents may be effected. The term Underwriter as used in this agreement Agreement shall refer to and include any Underwriter substituted under this Section 8 9 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount number of Securities which the defaulting Underwriter or Underwriters agreed to purchase at such Time of Delivery exceeds 10% of the total aggregate principal amount number of Securities which all Underwriters agreed to purchase hereunderon such date, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement (or, with respect to the Additional Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Securities) shall be terminated without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Securities to be purchased by it hereunder (otherwise than for reasons sufficient to justify on the termination of this Agreement under the provisions of Section 7 hereof) Closing Date or any Option Closing Date and if the principal amount of Securities which that all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesSecurities that the Underwriters are obligated to purchase on the Closing Date or Option Closing Date, as the case may be, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount of Securities they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities agreed to be purchased by all such defaulting UnderwritersUnderwriters on the Closing Date or Option Closing Date, as the case may be, as hereinafter provided. Such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities set opposite the names of such non-defaulting Underwriters in Schedule A. I. If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors for a defaulting Underwriter or Underwriters allocation is made in accordance with the foregoing provision, the Offerors or you shall have the right to postpone the time of purchase and the additional time of purchaseClosing Date or Option Closing Date, as the case may be, 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 11 with like effect as if such substituted Underwriter had originally been named in Schedule A. I. If the aggregate principal amount of Securities which the that all Underwriters so defaulting Underwriter or Underwriters shall have agreed but failed to purchase take up and pay for exceeds 10% of the total aggregate principal amount number of Securities which all that the Underwriters agreed are obligated to purchase hereunderon the Closing Date or Option Closing Date, and if neither as the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereundercase may be, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter (provided that if such default occurs with respect to Additional Securities after the Closing Date, this Agreement will not terminate as to the Offerors. 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 AgreementFirm Securities).

Increase in Underwriters’ Commitments. Subject to Sections 5 and 6 and 7hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm ADSs to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 5 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 6 hereof) and if the principal amount number of Securities Firm ADSs which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm ADSs, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Firm ADSs they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm ADSs agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Firm ADSs shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Firm ADSs shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm ADSs set opposite the names of such 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 Firm ADSs hereunder unless all of the Firm ADSs are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 Agreement shall refer to and include any Underwriter substituted under this Section 8 7 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount number of Securities Firm ADSs which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount number of Securities Firm ADSs which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day period stated above for the purchase of all the Securities Firm ADSs which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections Section 6 and 7hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm Notes to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination a failure of this Agreement under the provisions of a condition set forth in Section 7 6 hereof) and if the aggregate principal amount of Securities Firm Notes which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of SecuritiesFirm Notes, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate principal amount of Securities Firm Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Securities Firm Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Notes shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you the Representative may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities Firm Notes set opposite the names of such 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 Firm Notes hereunder unless all of the Firm Notes are purchased by the Underwriters (or by substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the Representative's approval). If a new Underwriter is or Underwriters are substituted by the Underwriters Representative or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you the Representative shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, for a period not exceeding five business days in order that any necessary changes in the Prospectus General Disclosure Package and other documents that 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. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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. Subject to Sections Section 6 and 7hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm Notes to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination a failure of this Agreement under the provisions of a condition set forth in Section 7 6 hereof) and if the aggregate principal amount of Securities Firm Notes which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of SecuritiesFirm Notes, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate principal amount of Securities Firm Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Securities Firm Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Notes shall be taken up and paid for at Closing by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you the Representative may designate with the consent of each Underwriter so designated and any amount or amounts not designated by the Representative or consented to by an Underwriter shall be taken up and paid for by the Representative or, in the event no such designation is made, such Securities Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities Firm Notes set opposite the names of such non-defaulting Underwriters in Schedule A. If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, for a period not exceeding five business days in order that any necessary changes in 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. If the aggregate principal amount of Securities Firm Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities Firm Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within prior to the five business day period stated above Closing for the purchase of all the Securities Firm Notes which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement then the Representative shall be terminated without further act or deed take up and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter pay for (in addition to the Offerorsaggregate principal amount of Firm Notes it's obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Firm Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. 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. Subject to Sections 6 and 7, if any Underwriter shall default in its obligation to take up and pay for the Securities Notes to be purchased by it hereunder (otherwise than for reasons a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of Securities the Notes which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of Securitiesthe Notes, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Securities the Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Notes shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities Notes set opposite the names of such 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 Notes hereunder unless all of the Notes are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 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. If the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day period stated above for the purchase of all the Securities Notes which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections 6 and 77 hereof, if any Underwriter shall default in its obligation to take up and pay for the Firm Securities to be purchased by it hereunder at the time of purchase (otherwise than for reasons a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) (the “Defaulted Securities”) and if the principal amount number of the Defaulted Securities which all Underwriters so defaulting shall have agreed but failed to take up and pay for at such time does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm Securities to be purchased at such time, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the principal amount number of Firm Securities they are obligated to purchase at such time pursuant to Section 1 hereof) the principal amount number of Defaulted Securities agreed to be purchased by all such defaulting UnderwritersUnderwriters at such time, as hereinafter provided. Such Defaulted Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters Underwriters, acting severally and not jointly, in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Defaulted Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Firm Securities set forth opposite the names of such 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 Firm Securities hereunder unless all of the Firm Securities are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 “Underwriter” as used in this agreement 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. A hereto. If the aggregate principal amount number of Defaulted Securities which the defaulting Underwriter or Underwriters agreed to purchase at the time of purchase exceeds 10% of the total aggregate principal amount number of Firm Securities which all Underwriters agreed to purchase hereunderhereunder at such time, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day period stated above for the purchase of all the Firm Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunderhereunder at such time, this Agreement shall be terminated terminate without further act or deed and without any liability with respect thereto on the part of the Offerors Company to any non-defaulting Underwriter and without any liability with respect thereto on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections 6 8 and 79 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 8 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 9 hereof) and if the principal amount number of Securities Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule SCHEDULE A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company and the Selling Stockholder agree with the non-defaulting Underwriters that they will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 Agreement shall refer to and include any Underwriter substituted under this Section 8 10 with like effect as if such substituted Underwriter had originally been named in Schedule SCHEDULE A. If the aggregate principal amount number of Securities Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount number of Securities Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day period stated above for the purchase of all the Securities Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors Company or the Selling Stockholder to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany or the Selling Stockholder. 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. Subject to Sections 6 and 7, if If any Underwriter shall ------------------------------------- default in its obligation to take up and pay for the Securities to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of this under any Terms Agreement under the provisions of Section 7 hereof) and if the principal amount of Securities which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% one-eleventh of the total aggregate principal amount of SecuritiesSecurities agreed to be purchased pursuant to such Terms Agreement, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount of Securities they are obligated to purchase pursuant to Section 1 hereofsuch Terms Agreement) the principal amount of Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters, as hereinafter provided. Such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities set opposite they have agreed to purchase under such Terms Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the names of such Company agrees with the non-defaulting Underwriters in Schedule A. that it will not sell any Securities under any Terms Agreement unless all of the Securities under such Terms Agreement are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 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. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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 Agreement7.

Increase in Underwriters’ Commitments. Subject to Sections 6 7 and 78, if any Underwriter shall default in its obligation to take up and pay for the Securities Notes to be purchased by it hereunder (otherwise than for reasons a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 hereof) and if the aggregate principal amount of Securities Notes which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of SecuritiesNotes, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Securities Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Notes shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate des- ignate with the consent of each Underwriter so designated ordesignated, or in the event no such designation is made, such Securities Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities Notes set opposite the names of such 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 Notes hereunder unless all of the Notes are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, for a period not exceeding five business days in order that any necessary changes in the Time of Sale Information and the Prospectus and other documents may be effected. The term Underwriter as used in this agreement Agreement shall refer to and include any Underwriter substituted under this Section 8 9 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day period stated above for the purchase of all the Securities Notes which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections 6 and 7, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares to be purchased by it hereunder (otherwise than for reasons a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the principal amount number of Securities Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm Shares set opposite the names of such 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 Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time Time of purchase and the additional time of purchase, as the case may be, Purchase 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 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. If the aggregate principal amount number of Securities Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount number of Securities Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day period stated above for the purchase of all the Securities Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Capital Securities to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the principal amount number of Capital Securities which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of Capital Securities, the non-non- defaulting Underwriters shall take up and pay for (in addition to the principal amount number of Capital Securities they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Capital Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Capital Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Capital Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Capital Securities set opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company and the Trust agree with the non-defaulting Underwriters that they will not sell any Capital Securities hereunder unless all of the Capital Securities are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, Delivery Date 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 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. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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.A.

Increase in Underwriters’ Commitments. Subject to Sections 6 7 and 78 hereof, if any Underwriter shall default in its obligation to take up and pay for the Firm Securities to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 7 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 hereof) and if the principal amount number of Firm Securities which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of Firm Securities, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Firm Securities they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Firm Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Firm Securities set opposite the names of such 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 Firm Securities hereunder unless all of the Firm Securities are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 Agreement shall refer to and include any Underwriter substituted under this Section 8 9 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount number of Firm Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount number of Firm Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day day-period stated above for the purchase of all the Firm Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections 6 and 77 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of Securities which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of SecuritiesSecurities to be purchased, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate principal amount of Securities they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such aggregate principal amount of Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you the Representative may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such aggregate principal amount of Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities set opposite the names of such 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 Securities hereunder unless all of the Securities are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, Closing Time 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 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. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day day-period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter (except as provided in Section 9) and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections 6 9 and 710 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 9 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 10 hereof) and if the principal amount number of Securities Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, each of the Selling Stockholders agrees with the non-defaulting Underwriters that it will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 Agreement shall refer to and include any Underwriter substituted under this Section 8 11 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount number of Securities Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount number of Securities Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day period stated above for the purchase of all the Securities Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the principal amount number of Securities Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the principal aggregate amount of Securities Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company and the Selling Stockholder agree with the non-defaulting Underwriters that they will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 10 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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.A.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 77 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Senior Notes to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of Securities Senior Notes which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of SecuritiesSenior Notes, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate principal amount of Securities Senior Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Securities Senior Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities Senior Notes set opposite the names of such 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 Senior Notes hereunder unless all of the Senior Notes are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 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. If the aggregate principal amount of Securities Senior Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities Senior Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day day-period stated above for the purchase of all the Securities Senior Notes which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter (except as provided in Section 9) and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections 6 9 and 710 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 9 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 10 hereof) and if the principal amount number of Securities Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, New FreightCar America and each of the Selling Stockholders agrees with the non-defaulting Underwriters that it will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of New FreightCar America or selected by New FreightCar America with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors New FreightCar America for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors New FreightCar America or you shall have the right to postpone the time Time of purchase and the additional time of purchase, as the case may be, Purchase 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 8 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the principal amount number of Securities Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the principal aggregate amount of Securities Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company and the Selling Stockholders agree with the non-defaulting Underwriters that they will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 10 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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.A.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the principal amount number of Securities Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of SecuritiesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the principal aggregate amount of Securities Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Shares shall be taken up and paid for by such non-non- defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company and the Selling Shareholders agree with the non-defaulting Underwriters that they will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter 34 -33- or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 8 10 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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.A.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Purchased Securities to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of this under any Terms Agreement under the provisions of Section 7 hereof) and if the principal amount of Purchased Securities which all Underwriters so defaulting shall have agreed but so failed to take up and pay for does not exceed 10% of the total aggregate principal amount of SecuritiesPurchased Securities agreed to be purchased pursuant to such Terms Agreement, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount of Purchased Securities they are obligated to purchase pursuant to Section 1 hereofsuch Terms Agreement) the principal amount of Purchased Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Purchased Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Purchased Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Purchased Securities set opposite they have agreed to purchase under such Terms Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the names of such Company agrees with the non-defaulting Underwriters in Schedule A. that it will not sell any Purchased Securities under any Terms Agreement unless all of the Underwriters' Securities under any such Terms Agreement are purchased by the Underwriters (or by substituted underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter underwriter or Underwriters underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, for a period not exceeding five full 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 Agreement shall refer to and include any Underwriter underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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 Agreement6.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the principal amount number of Securities Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate principal amount of Securities Firm Shares they are obligated to purchase pursuant to Section 1 hereof1) the principal amount number of Securities Firm Shares agreed to be purchased by all such defaulting Underwriters, Underwriters as hereinafter provided. Such Securities Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company and the Selling Stockholder agree with the non-defaulting Underwriters that they will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 effectedaffected. The term Underwriter as used in this agreement Agreement shall refer to and include any Underwriter substituted under this Section 8 10 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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.A.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall ------------------------------------- default in its obligation to take up and pay for the Securities to be purchased by it hereunder (otherwise than for reasons sufficient to justify on the termination of this Agreement under the provisions of Section 7 hereof) Closing Date or any Option Closing Date and if the principal amount of Securities which that all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesSecurities that the Underwriters are obligated to purchase on the Closing Date or Option Closing Date, as the case may be, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount of Securities they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities agreed to be purchased by all such defaulting UnderwritersUnderwriters on the Closing Date or Option Closing Date, as the case may be, as hereinafter provided. Such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the --- ---- aggregate principal amount of Securities set opposite the names of such non-defaulting Underwriters in Schedule A. II. If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors for a defaulting Underwriter or Underwriters allocation is made in accordance with the foregoing provision, the Offerors or you shall have the right to postpone the time of purchase and the additional time of purchaseClosing Date or Option Closing Date, as the case may be, 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 13 with like effect as if such substituted Underwriter had originally been named in Schedule A. II. If the aggregate principal amount of Securities which the that all Underwriters so defaulting Underwriter or Underwriters shall have agreed but failed to purchase take up and pay for exceeds 10% of the total aggregate principal amount number of Securities which all that the Underwriters agreed are obligated to purchase hereunderon the Closing Date or Option Closing Date, and if neither as the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereundercase may be, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter (provided that if such default occurs with respect to Additional Securities after the Closing Date, this Agreement will not terminate as to the Offerors. 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 AgreementFirm Securities).

Increase in Underwriters’ Commitments. (a) Subject to Sections 6 and 7, if any Underwriter shall default in its obligation to take up and pay for the Securities Notes to be purchased by it hereunder (otherwise than for reasons a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of Securities Notes which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of SecuritiesNotes, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Securities Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Notes shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated ordesignated, or in the event no such designation is made, such Securities Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities Notes set opposite the names of such non-defaulting Underwriters in Schedule A. A. (b) Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Notes hereunder unless all of the Notes are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). (c) If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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. . (d) The term Underwriter as used in this agreement 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. A. (e) If the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day period stated above for the purchase of all the Securities Notes which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections 6 8 and 79 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Shares to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 8 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 9 hereof) and if the principal amount number of Securities Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of Securities, Shares the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the principal amount aggregate number of Securities Shares they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Shares set forth opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Selling Stockholder agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder unless all of the Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Selling Stockholder or selected by the Selling Stockholder with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Selling Stockholder for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Selling Stockholder or you shall have the right to postpone the time Time of purchase and the additional time of purchase, as the case may be, Purchase 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 “Underwriter” as used in this agreement Agreement shall refer to and include any Underwriter substituted under this Section 8 10 with like effect as if such substituted Underwriter had originally been named in Schedule A. A hereto. If the aggregate principal amount number of Securities Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount number of Securities Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Selling Stockholder shall make arrangements within the five business day period stated above for the purchase of all the Securities Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors Company or the Selling Stockholder to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany or the Selling Stockholder. 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. Subject to Sections 6 and 7, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares to be purchased by it hereunder (otherwise than for reasons a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the principal amount number of Securities Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A. B. Without relieving any defaulting Underwriter from its obligations hereunder, the Selling Stockholders agree with the non-defaulting Underwriters that they will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Selling Stockholders or selected by the Selling Stockholders with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Selling Stockholders for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company, the Selling Stockholders or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 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. B. If the aggregate principal amount number of Securities Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount number of Securities Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Selling Stockholders shall make arrangements within the five business day period stated above for the purchase of all the Securities Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors Company and the Selling Stockholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany and the Selling Stockholders. Nothing in this paragraph, and no action taken hereunderhere- under, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 77 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares and Pre-Funded Warrants to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the principal amount number of Securities Firm Shares and Pre-Funded Warrants which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesFirm Shares and Pre-Funded Warrants, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the principal amount aggregate number of Securities Firm Shares and Pre-Funded Warrants they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities Firm Shares and Pre-Funded Warrants agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Shares and Pre-Funded Warrants shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Shares and Pre-Funded Warrants shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Securities Firm Shares and Pre-Funded Warrants set forth opposite the names of such 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 Firm Shares and Pre-Funded Warrants hereunder unless all of the Firm Shares and Pre-Funded Warrants are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 8 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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. Subject to Sections 6 and 77 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Notes to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) (the “Defaulted Notes”) and if the aggregate principal amount of Securities Defaulted Notes which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of SecuritiesNotes to be purchased at such time, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate principal amount of Securities Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Securities Defaulted Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Defaulted Notes shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities Firm Notes set forth opposite the names of such 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 Firm Notes hereunder unless all of the Firm Notes are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Additional Notes hereunder at an additional time of purchase unless all of the Additional Notes to be purchased by the Underwriters at such additional time of purchase (as set forth in the related written notice referred to in the second paragraph of Section 1 hereof) are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 8 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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. Subject to Sections 6 and 7, if any Underwriter shall default in its obligation to take up and pay for the Securities Notes to be purchased by it hereunder (otherwise than for reasons a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of Securities Notes which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of SecuritiesNotes, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount aggregate number of Securities Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Securities Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Notes shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated ordesignated, or in the event no such designation is made, such Securities Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities Notes set opposite the names of such non-defaulting Underwriters in Schedule Exhibit A. Without relieving any defaulting Underwriter from its obligations hereunder, the Partnership agrees with the non-defaulting Underwriters that it will not sell any Notes hereunder unless all of the Notes are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Partnership or selected by the Partnership with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Partnership for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Partnership or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, Closing 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 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 Exhibit A. If the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Partnership shall make arrangements within the five business day period stated above for the purchase of all the Securities Notes which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors Partnership to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the OfferorsPartnership. 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. Subject to Sections 6 and 7, if 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 Securities to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of under this Agreement under on such date, the provisions Representative shall use reasonable efforts, within thirty-six (36) hours after such default, to make arrangements for one or more of Section 7 hereof) and if the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the aggregate principal amount of Securities which all Underwriters so defaulting such Underwriter shall have agreed but failed to take up and pay for (the “Defaulted Securities”). 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 aggregate principal amount of Defaulted Securities does not exceed 10% of the total aggregate principal amount of SecuritiesSecurities to be purchased on such date, the each non-defaulting Underwriters Underwriter shall take up and pay for (in addition to the aggregate principal amount of Securities they are which it is otherwise obligated to purchase on such date pursuant to Section 1 hereofthis Agreement) the portion of the total aggregate principal amount of Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities shall be taken up and paid for by such non-the defaulting Underwriter or Underwriters in on such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, date in the event no such designation is made, such Securities shall be taken up and paid for by proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters pro rata in proportion to Underwriters; and (ii) if the total aggregate principal amount of Defaulted Securities set opposite the names of such non-defaulting Underwriters in Schedule A. If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, for a period not exceeding five business days in order that any necessary changes in 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. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which 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 Section 6 and Section 10 hereof shall at all Underwriters agreed to purchase times be effective and shall survive such termination. Without relieving any defaulting Underwriter from its obligations hereunder, and if neither the Company agrees with the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase that it will not sell any Securities hereunder on such date unless all of all the Securities which 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 Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter 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 without any liability on the part of any non-defaulting Underwriter to the Offerors. Nothing in this paragraph, Prospectus and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementother documents may be effected.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Securities to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of this under any Terms Agreement under the provisions of Section 7 hereof) and if the principal amount of Securities which that all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% one-eleventh of the total aggregate principal amount of SecuritiesSecurities agreed to be purchased pursuant to such Terms Agreement, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount of Securities they are obligated to purchase pursuant to Section 1 hereofsuch Terms Agreement) the principal amount of Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated ordesignated, or in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities set opposite they have agreed to purchase under such Terms Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the names of such Company agrees with the non-defaulting Underwriters in Schedule A. that it will not sell any Securities under any Terms Agreement unless all of the Securities under such Terms Agreement are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 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. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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 Agreement7.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Securities to be purchased by it hereunder (otherwise than for reasons sufficient to justify on the termination of this Agreement under the provisions of Section 7 hereof) Closing Date and if the principal amount of Securities which that all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount number of SecuritiesSecurities that the Underwriters are obligated to purchase on the Closing Date, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount of Securities they are obligated to purchase pursuant to Section 1 hereof) the principal amount number of Securities agreed to be purchased by all such defaulting UnderwritersUnderwriters on the Closing Date, as hereinafter provided. Such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities set opposite the names of such non-defaulting Underwriters in Schedule A. I. If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors for a defaulting Underwriter or Underwriters allocation is made in accordance with the foregoing provision, the Offerors or you shall have the right to postpone the time of purchase and the additional time of purchaseClosing Date, as the case may be, 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 11 with like effect as if such substituted Underwriter had originally been named in Schedule A. I. If the aggregate principal amount of Securities which the that all Underwriters so defaulting Underwriter or Underwriters shall have agreed but failed to purchase take up and pay for exceeds 10% of the total aggregate principal amount number of Securities which all that the Underwriters agreed are obligated to purchase hereunder, and if neither on the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunderClosing Date, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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 AgreementUnderwriter.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 77 hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities to be purchased by it hereunder (otherwise than for reasons a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of Securities which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of Securities, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate principal amount of Securities they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities set opposite the names of such 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 Securities hereunder unless all of the Securities are purchased by the Underwriters (or by substituted underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter underwriter or Underwriters underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, 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 Agreement shall refer to and include any Underwriter underwriter substituted under this Section 8 with like effect as if such substituted Underwriter underwriter had originally been named as an Underwriter in Schedule A. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within the five business day day-period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated terminate without further act or deed and without any liability on the part of the Offerors Company to any non-defaulting Underwriter (except as provided in Section 9) and without any liability on the part of any non-defaulting Underwriter to the OfferorsCompany. 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. Subject to Sections Section 6 and 7hereof, if any Underwriter shall default in its obligation to take up and pay for the Securities Firm Shares to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination a failure of this Agreement under the provisions of a condition set forth in Section 7 6 hereof) and if the aggregate principal amount of Securities Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate principal amount of SecuritiesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate principal amount of Securities Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Securities Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Securities Shares shall be taken up and paid for at Closing by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you the Representative may designate with the consent of each Underwriter so designated and any amount or amounts not designated by the Representative or consented to by an Underwriter shall be taken up and paid for by the Representative or, in the event no such designation is made, such Securities Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Securities Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A. If a new Underwriter or Underwriters are substituted by the Underwriters or by the Offerors for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors or you shall have the right to postpone the time of purchase and the additional time of purchase, as the case may be, for a period not exceeding five business days in order that any necessary changes in 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. If the aggregate principal amount of Securities Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors Company shall make arrangements within prior to the five business day period stated above Closing for the purchase of all the Securities Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement then the Representative shall be terminated without further act or deed take up and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter pay for (in addition to the Offerorsaggregate principal amount of Firm Shares its obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. 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. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Purchased Debt Securities to be purchased by it hereunder (otherwise than for reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the principal amount of the Purchased Debt Securities which all Underwriters so defaulting shall have agreed but so failed to take up and pay for does not exceed 10% of the total aggregate principal princi- pal amount of the Purchased Debt Securities, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount of the Purchased Debt Securities they are obligated to purchase pursuant to Section 1 hereofthis Agreement) the principal amount of the Purchased Debt Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter herein provided. Such Purchased Debt Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such principal amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Purchased Debt Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of the Purchased Debt Securities set opposite the names of all such non-defaulting Underwriters in Schedule A. A to the Purchase Agreement. Without relieving any defaulting Underwriter of its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Purchased Debt Securities hereunder unless all of the Underwriters' Debt Securities are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter underwriter or Underwriters underwriters are substituted by the Underwriters or by the Offerors Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Offerors Company or you shall will have the right to postpone the time of purchase and the additional time of purchase, as the case may be, for a period of 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 like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Offerors shall make arrangements within the five business day period stated above for the purchase of all the Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Offerors. 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.