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 Notes to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of 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 the Notes, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of the Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 8 and 79 hereof, if any Underwriter shall default in its obligation to take up and pay for the Notes Firm Shares to be purchased by it hereunder (otherwise than for 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 aggregate principal amount number of the Notes 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 the NotesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes 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 agrees and the Selling Stockholder agree with the non-defaulting Underwriters that it they will not sell any Notes Firm Shares hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 10 with like effect as if such substituted Underwriter had originally been named in Schedule SCHEDULE A. If the aggregate principal amount number of Notes Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount number of Notes Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company or the Selling Stockholder to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the CompanyCompany 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 Section 6 and 7hereof, if any Underwriter shall default in its obligation to take up and pay for the Firm Notes to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination failure of this Agreement under the provisions of a condition set forth in Section 7 6 hereof) and if the aggregate principal amount of the 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 the Firm Notes, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Firm Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of the Firm Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes shall be taken up and paid for at Closing by such non-defaulting Underwriter or Underwriters in such 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 Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of 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 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 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 Firm Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Firm Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within prior to the five business day period stated above Closing for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter pay for (in addition to the Companyaggregate 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 9 and 710 hereof, if any Underwriter shall default in its obligation to take up and pay for the Notes Firm Shares to be purchased by it hereunder (otherwise than for 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 aggregate principal amount number of the Notes 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 the NotesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes 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 Company Selling Stockholders agrees with the non-defaulting Underwriters that it will not sell any Notes Firm Shares hereunder unless all of the Notes Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company New FreightCar America or selected by the Company New FreightCar America with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company New FreightCar America for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company New FreightCar America or you shall have the right to postpone the time Time of purchase 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Notes Purchased Debt Securities to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of the Notes 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 amount of the NotesPurchased Debt Securities, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes the Purchased Debt Securities they are obligated to purchase pursuant to Section 1 hereofthis Agreement) the aggregate principal amount of the Notes Purchased Debt Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter herein provided. Such Notes Purchased Debt Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes 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 Notes 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 from of its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Notes Purchased Debt Securities hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall will have the right to postpone the time of purchase 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 8 and 79 hereof, if any Underwriter shall default in its obligation to take up and pay for the Notes Shares to be purchased by it hereunder (otherwise than for 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 aggregate principal amount number of the Notes 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 the Notes, 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 aggregate number of Notes Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes Shares set forth opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company Selling Stockholder agrees with the non-defaulting Underwriters that it will not sell any Notes Shares hereunder unless all of the Notes Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company Selling Stockholder or selected by the Company Selling Stockholder with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company Selling Stockholder for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company Selling Stockholder or you shall have the right to postpone the time Time of purchase 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 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 Notes Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount number of Notes Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company Selling Stockholder shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company or the Selling Stockholder to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the CompanyCompany 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 9 and 710 hereof, if any Underwriter shall default in its obligation to take up and pay for the Notes Firm Shares to be purchased by it hereunder (otherwise than for 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 aggregate principal amount number of the Notes 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 the NotesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes 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 Company Selling Stockholders agrees with the non-defaulting Underwriters that it will not sell any Notes Firm Shares hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 11 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount number of Notes Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount number of Notes Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if any Underwriter shall default in its obligation to take up and pay for the Notes Firm Shares to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount number of the Notes 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 the NotesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes 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 Company agrees Selling Stockholders agree with the non-defaulting Underwriters that it they will not sell any Notes Firm Shares hereunder unless all of the Notes Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company Selling Stockholders or selected by the Company Selling Stockholders with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company Selling Stockholders for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company Company, the Selling Stockholders or you shall have the right to postpone the time of 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 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 Notes Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount number of Notes Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company Selling Stockholders shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company and the Selling Stockholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the CompanyCompany 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 7, if any Underwriter shall default in its obligation to take up and pay for the Notes Firm Shares to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount number of the Notes 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 the NotesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes 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 Notes Firm Shares hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time Time of purchase 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 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 Notes Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount number of Notes Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if any Underwriter shall default in its obligation to take up and pay for the Notes Securities to be purchased by it hereunder (otherwise than for a reason reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of the Notes 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 the NotesSecurities, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes Securities they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of the Notes Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes 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 Notes Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Notes 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 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 Company Offerors for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company 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 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 Notes Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Notes Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company Offerors shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company Offerors to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the CompanyOfferors. 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 Notes Firm Shares to be purchased by it hereunder (otherwise than for 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 aggregate principal amount number of the Notes 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 the NotesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Firm Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes 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 Notes 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 Company Bank and the Selling Shareholders each agrees with the non-defaulting Underwriters that it will not sell any Notes Firm Shares hereunder unless all of the Notes Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company Bank or selected by the Company Bank with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company Bank for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company Bank or you shall have the right to postpone the time of 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 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 Notes Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount number of Notes Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company Bank shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company Bank to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the CompanyBank 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 Section 6 and 7hereof, if any Underwriter shall default in its obligation to take up and pay for the Firm Notes to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination failure of this Agreement under the provisions of a condition set forth in Section 7 6 hereof) and if the aggregate principal amount of the 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 the Firm Notes, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Firm Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of the Firm Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of 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 you the Representative with the approval of the Company or selected by the Company with your the Representative's approval). If a new Underwriter is or Underwriters are substituted by the Underwriters Representative or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you the Representative shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement and 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Notes Purchased Securities to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this under any Terms Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of the Notes 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 NotesPurchased Securities agreed to be purchased pursuant to such Terms Agreement, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes Purchased Securities they are obligated to purchase pursuant to Section 1 hereofsuch Terms Agreement) the aggregate principal amount of the Notes Purchased Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Purchased Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Purchased Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Notes set opposite the names of Purchased Securities they have agreed to purchase under such non-defaulting Underwriters in Schedule A. Terms Agreement. 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 Purchased Securities under any Terms Agreement unless all of the Notes Underwriters' Securities under any such Terms Agreement are purchased by the Underwriters (or by substituted Underwriters 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of purchase 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 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this 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 Notes Firm Shares to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount number of the Notes 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 the NotesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Shares shall be taken up and paid for by such non-non- defaulting Underwriter or Underwriters in such 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 Notes Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes 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 and the Selling Stockholders agree with the non-defaulting Underwriters that it they will not sell any Notes Firm Shares hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 10 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.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 Notes Securities to be purchased by it hereunder (otherwise than for a reason sufficient to justify on the termination of this Agreement under the provisions of Section 7 hereof) Closing Date and if the aggregate principal amount of the Notes which Securities 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 Securities that the NotesUnderwriters are obligated to purchase on the Closing Date, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes Securities they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Securities agreed to be purchased by all such defaulting UnderwritersUnderwriters on the Closing Date, as hereinafter provided. Such Notes Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Notes 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 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). I. If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters allocation is made in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of purchase 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 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 Notes which the Securities 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 principal amount number of Notes which all Securities that the Underwriters agreed are obligated to purchase hereunder, and if neither on the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this AgreementUnderwriter.

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 Notes Firm Shares to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount number of the Notes 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 the NotesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Shares shall be taken up purchased and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes 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 Notes Firm Shares hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 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 Notes Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount number of Notes Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. (a) Subject to Sections 6 and 7, if any Underwriter shall default in its obligation to take up and pay for the Notes to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of 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 the Notes, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of the Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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. . (d) 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. A. (e) If the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall ------------------------------------- default in its obligation to take up and pay for the Notes Securities to be purchased by it hereunder (otherwise than for a reason 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 aggregate principal amount of the Notes which Securities 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 Securities that the NotesUnderwriters 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 aggregate number of Notes Securities they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes 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 Notes Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the --- ---- aggregate principal amount of Notes 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 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)II. If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters allocation is made in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of purchase Closing 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 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 Notes which the Securities 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 principal amount number of Notes which all Securities 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 Company shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company 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 Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this AgreementFirm Securities).

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 Notes Purchased Securities to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of the Notes 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 NotesPurchased Securities, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes the Purchased Securities they are obligated to purchase pursuant to Section 1 hereofthis Agreement) the aggregate principal amount of the Notes Purchased Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter herein provided. Such Notes Purchased Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Purchased Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Notes 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 from of its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Notes Purchased Securities hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall will have the right to postpone the time of purchase 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 7 and 78 hereof, if any Underwriter shall default in its obligation to take up and pay for the Notes Firm ADSs to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section 7 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 hereof) and if the aggregate principal amount number of the Notes 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 the NotesFirm ADSs, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes Firm ADSs they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Firm ADSs agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Firm ADSs shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes 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 Notes 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 Notes Firm ADSs hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 9 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount number of Notes Firm ADSs which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount number of Notes Firm ADSs which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 7 and 78, if any Underwriter shall default in its obligation to take up and pay for the Notes Securities to be purchased by it hereunder at a Time of Delivery (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 hereof) and if the aggregate principal amount number of the Notes 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 the NotesSecurities to be purchased on such date, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Notes Securities they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes shares agreed to be purchased by all such defaulting UnderwritersUnderwriters on such date, as hereinafter provided. Such Notes Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes 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 Notes Securities hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time such Time of purchase Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement Pricing Disclosure Package 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 9 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount number of Notes Securities which the defaulting Underwriter or Underwriters agreed to purchase at such Time of Delivery exceeds 10% of the total principal amount number of Notes Securities which all Underwriters agreed to purchase hereunderon such date, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 77 hereof, if any Underwriter shall default in its obligation to take up and pay for the Notes Securities to be purchased by it hereunder (otherwise than for 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 the Notes 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 the NotesSecurities, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes Securities they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of the Notes Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes 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 Notes Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Notes 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 Notes Securities hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 77 hereof, if any Underwriter shall default in its obligation to take up and pay for the Notes to be purchased by it hereunder (otherwise than for 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 the 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 the NotesNotes 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 number principal amount of Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of the Defaulted Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Defaulted Notes shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall ------------------------------------- default in its obligation to take up and pay for the Notes Securities to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this under any Terms Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of the Notes 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 the NotesSecurities agreed to be purchased pursuant to such Terms Agreement, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes Securities they are obligated to purchase pursuant to Section 1 hereofsuch Terms Agreement) the aggregate principal amount of the Notes Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes 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 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 Notes Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Notes set opposite the names of Securities they have agreed to purchase under such non-defaulting Underwriters in Schedule A. Terms Agreement. 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 Securities under any Terms Agreement unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement7.

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 Notes Firm Shares to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination failure of this Agreement under the provisions of a condition set forth in Section 7 6 hereof) and if the aggregate principal amount of the Notes 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 the NotesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of the Notes Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Shares shall be taken up and paid for at Closing by such non-defaulting Underwriter or Underwriters in such 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 Notes Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of Notes 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 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 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 Notes Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate principal amount of Notes Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within prior to the five business day period stated above Closing for the purchase of all the Notes 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter pay for (in addition to the Companyaggregate 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 Notes Purchased Debt Securities to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of the Notes 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 NotesPurchased Debt Securities, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes the Purchased Debt Securities they are obligated to purchase pursuant to Section 1 hereofthis Agreement) the aggregate principal amount of the Notes Purchased Debt Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter herein provided. Such Notes Purchased Debt Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes 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 Notes 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 from of its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Notes Purchased Debt Securities hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall will have the right to postpone the time of purchase 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Notes Debentures to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of the Notes Debentures 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 the NotesDebentures, the non-defaulting Underwriter or Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes they are obligated the Debentures it is obliged to purchase pursuant to Section 1 hereof) the aggregate principal amount of the Notes Debentures agreed to be purchased by all such defaulting UnderwritersUnderwriter, as hereinafter provided. Such Notes aggregate principal amount of the Debentures shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes aggregate principal amount of the Debentures shall be taken up and paid for by all non-defaulting nondefaulting Underwriters pro rata in proportion to the aggregate principal amount of Notes the Debentures set opposite the names of such non-defaulting Underwriters in Schedule A. I. Without relieving any defaulting Underwriter or Underwriters from its obligations hereunder, the Company agrees with the non-defaulting Underwriters Underwriter that it will not sell any Notes Debentures hereunder unless all of the Notes Debentures 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). 15 If a new Underwriter or Underwriters are substituted by the non-defaulting Underwriter or Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time Time of purchase Purchase for a period not exceeding five (5) business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.I.

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 Notes Firm Shares to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount number of the Notes 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 the NotesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number amount of Notes Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Shares shall be taken up and paid for by such non-non- defaulting Underwriter or Underwriters in such 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 Notes Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes 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 and the Selling Shareholders agree with the non-defaulting Underwriters that it they will not sell any Notes Firm Shares hereunder unless all of the Notes 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 Company for a defaulting Underwriter 34 -33- or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.A.

Increase in Underwriters’ Commitments. Subject to Sections 6 8 and 79, if any Underwriter shall default in its obligation to take up and pay for the Notes Firm Shares to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount number of the Notes 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 the NotesFirm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount number of the Notes Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes 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 Notes Firm Shares hereunder unless all of the Notes 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 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 10 with like effect as if such substituted Underwriter had originally been named in Schedule A. If the aggregate principal amount number of Notes Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount number of Notes Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Notes 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Increase in Underwriters’ Commitments. Subject to Sections 6 and 7, if If any Underwriter shall default in its obligation to take up and pay for the Notes International Shares to be purchased by it hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount number of the Notes which International Shares 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 the NotesInternational Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number principal amount of Notes International Shares they are obligated to purchase pursuant to Section 1 hereof1) the aggregate principal amount number of the Notes International Shares agreed to be purchased by all such defaulting Underwriters, Underwriters as hereinafter provided. Such Notes International Shares shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such 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 Notes International Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount number of Notes International 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 Notes International Shares hereunder unless all of the Notes International Shares are purchased by the Underwriters (or by substituted Underwriters 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 Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary changes change in the Registration Statement and the Prospectus and our 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 Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the 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 Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.A.