(b) If (i) this Agreement is terminated pursuant to Section 9,
(ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the
Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this
Agreement and the offering contemplated hereby, but the Company shall then be under no further liability to any Underwriter in respect of such Securities except as provided in this Section and Section 7 hereof.
(c) Each Underwriter agrees to pay the portion of the expenses referred to in the last sentence of Section 11(a)
represented by such Underwriters pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriters name in Schedule 1 hereto bears to the aggregate principal amount of Securities set
forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the Pro Rata Expenses). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook,
each Underwriter hereby agrees that the Settlement Lead Manager (as defined in Section 16(j)) may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriters fees by
the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date.
Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the
affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.
13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the
Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain
in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.