Common use of Substitution of Underwriters Clause in Contracts

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 14 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto hereto, either you, as the Representatives Representatives, or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 14 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set forth opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto hereto, either you, as the Representatives Representatives, or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set forth opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 14 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more Underwriter defaults in its obligation to purchase the principal amount of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities Notes which it or they have has agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II heretounder this Agreement, the non-defaulting Underwriters shall become will be obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule II I hereto bears to the aggregate total principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If Notes less the principal amount of such Securities the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which all the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters so will not be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting shall have Underwriter or Underwriters agreed but failed to purchase exceeds 209.09% of the aggregate total principal amount of Securities the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule II hereto either youI hereto. If the foregoing maximums are exceeded, as the non-defaulting Underwriters, and any other underwriters satisfactory to the Representatives or the Bank shall who so agree, will have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank right, but will not be obligated, to purchase from the Bank, (in such amounts proportions as may be agreed upon and upon among them) all of the terms herein set forth, all Notes. If the Securities which non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements but failed to purchase all within 36 hours after such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwritersdefault, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or any Guarantor, except for the indemnity and contribution agreements of the BankCompany and each of the Guarantors and the Underwriters contained in Section 7 of this Agreement. In As used in this Agreement, the event term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Notes of a default by any Underwriter or Underwriters as set forth in this Section 14defaulting Underwriter, the Representatives may postpone the Closing Date shall be postponed for such period, not exceeding up to seven calendar days, as you, as the Representatives, and the Bank shall determine full Business Days in order that the required Company and the Guarantors may effect any changes that may be necessary in the Registration Statement and in Statement, the Final Disclosure Package or the Prospectus or in any other documents document or arrangements agreement, and each of the Company and the Guarantors agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which, in the opinion of the Representatives, may thereby be effectedmade necessary. Any action taken under this Section 14 shall not Nothing contained herein will relieve any a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementliability it may have for damages caused by its default.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date Underwriter defaults in its obligation to purchase and pay for the respective number of Securities which it or they have has agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II heretounder this Agreement, the non-defaulting Underwriters shall become be obligated severally to purchase and pay for (pro rata in addition proportion to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount number of Securities set forth opposite the name of each non-defaulting Underwriter in Schedule II bears I hereto) the total number of Securities which the defaulting Underwriter agreed but failed to purchase; except that the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If Underwriters shall not be obligated to purchase any of the principal amount Securities if the total number of such Securities which all the defaulting Underwriter or Underwriters so defaulting shall have agreed but failed to purchase exceeds 209.09% of the aggregate principal amount total number of Securities, and any non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Securities set forth opposite its name in Schedule II I hereto either youpurchasable by it pursuant to the terms of Section 3.1; and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Securities which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the foregoing maximums are exceeded, as the Representatives or non-defaulting Underwriters, and any other underwriters satisfactory to the Bank Representative who so agree, shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank right, but will not be obligated, to purchase from the Bank, (in such amounts proportions as may be agreed upon and upon among them) all the terms herein set forthSecurities. In any such case, all the Representative shall have the right to postpone the Closing determined as provided in Section 3.3.2 hereof for not more than seven Business Days after the date originally fixed as the Closing pursuant to said Section 3.3.2 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representative do not elect to purchase the Securities which the defaulting Underwriter or Underwriters so agreed but failed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 3.5 and the indemnity and contribution agreements of the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, Company and the Bank Underwriters contained in Section 6 hereof. Nothing contained herein shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 14 shall not relieve any a defaulting Underwriter from liability in respect of any liability it may have to the Company or to the non-defaulting Underwriters for damages caused by its default of such Underwriter under this Agreementhereunder.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on at the Closing Date Date, or the relevant Delivery Date, as the case may be, to purchase and pay for any of the respective Securities which it or they have agreed to purchase hereunder hereunder, and if the aggregate principal amount of such Securities which all such defaulting Underwriter or Underwriters so defaulting shall have agreed but failed or refused to purchase does is not exceed 20% more than one-tenth of the aggregate principal amount of Securities set forth in Schedule II heretoto be purchased on such date, the non-defaulting other Underwriters shall become obligated severally be obligated, severally, to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriter or Underwriters had agreed but failed or refused to purchase. Such principal amount of purchase on such Securities shall be purchased by such non-defaulting Underwriters date, in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II which they have respectively agreed to purchase pursuant to Section 1 hereof bears to the aggregate principal amount of such Securities so set forth opposite the names of which all such non-defaulting Underwriters. If Underwriters have so agreed to purchase, or in such other proportions as such non-defaulting Underwriters may specify; provided that in no event shall the maximum principal amount of Securities which any Underwriter has become obligated to purchase pursuant to Section 1 hereof be increased pursuant to this Section 8 by more than one-ninth of the principal amount of Securities agreed to be purchased by such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% Underwriter without the prior written consent of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or such Underwriter. If any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; providedshall fail or refuse at the Closing Date, however, that in making such arrangements to purchase all such Securities, either you or the Bankrelevant Delivery Date, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase any Securities and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate principal amount of the Securities so set forth opposite the names of all to be purchased on such date and arrangements satisfactory to any non-defaulting Underwriters. If during such 48 hours neither you, as Underwriter and the Representatives, nor the Bank shall have made such arrangements Company for the purchase of the such Securities agreed to be purchased by the defaulting Underwriter or Underwritersare not made within 48 hours after such default, this Agreement (or, with respect to the Underwriters’ exercise of any applicable over-allotment option for the purchase of Option Securities on a Delivery Date after the Closing Date, the obligations of the Underwriters to purchase, and the Company to sell, such Option Securities on such Delivery Date) will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of the Bankany Securities under this Agreement. In any such case either the event of a default by any Underwriter Underwriters or Underwriters as set forth in this Section 14, the Company shall have the right to postpone the Closing Date shall be postponed for such period, not exceeding seven calendar days, as youor the relevant Delivery Date, as the Representativescase may be, and the Bank shall determine but in no event for longer than seven days, in order that the required changes changes, if any, in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under pursuant to this Section 14 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on at the Closing Date Date, or the relevant Delivery Date, as the case may be, to purchase and pay for any of the respective Securities which it or they have agreed to purchase hereunder hereunder, and if the aggregate principal amount of such Securities which all such defaulting Underwriter or Underwriters so defaulting shall have agreed but failed or refused to purchase does is not exceed 20% more than one-tenth of the aggregate principal amount of Securities set forth in Schedule II heretoto be purchased on such date, the non-defaulting other Underwriters shall become obligated severally be obligated, severally, to purchase and pay for (the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date, in addition the same proportions as the principal amount of Securities, which they have respectively agreed to purchase pursuant to Section 1 hereof, bears to the total aggregate principal amounts amount of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as such non-defaulting Underwriters may specify; provided that in no event shall the respective proportions which the aggregate maximum principal amount of Securities set opposite the name which any Underwriter has become obligated to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by more than one-ninth of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of Securities agreed to be purchased by such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% Underwriter without the prior written consent of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or such Underwriter. If any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; providedshall fail or refuse at the Closing Date, however, that in making such arrangements to purchase all such Securities, either you or the Bankrelevant Delivery Date, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase any Securities and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate principal amount of the Securities so set forth opposite the names of all to be purchased on such date and arrangements satisfactory to any non-defaulting Underwriters. If during such 48 hours neither you, as Underwriter and the Representatives, nor the Bank shall have made such arrangements Company for the purchase of the such Securities agreed to be purchased by the defaulting Underwriter or Underwritersare not made within 48 hours after such default, this Agreement (or, with respect to the Underwriters’ exercise of any applicable over-allotment option for the purchase of Option Securities on a Delivery Date after the Closing Date, the obligations of the Underwriters to purchase, and the Company to sell, such Option Securities on such Delivery Date) will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of the Bankany Securities under this Agreement. In any such case either the event of a default by any Underwriter Underwriters or Underwriters as set forth in this Section 14, the Company shall have the right to postpone the Closing Date shall be postponed for such period, not exceeding seven calendar days, as youor the relevant Delivery Date, as the Representativescase may be, and the Bank shall determine but in no event for longer than seven days, in order that the required changes changes, if any, in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under pursuant to this Section 14 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto hereto, either you, as the Representatives Representative, or the Bank FMS Wertmanagement shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank FMS Wertmanagement to purchase from the BankFMS Wertmanagement, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the BankFMS Wertmanagement, as the case may be, may request the non-defaulting Underwriters Underwriters, and the non-defaulting Underwriters shall thereupon become obligated severally severally, to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, Representative nor the Bank FMS Wertmanagement shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the BankFMS Wertmanagement. In the event of a default by any Underwriter or Underwriters as set forth in this Section 1413, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the RepresentativesRepresentative, and the Bank FMS Wertmanagement shall determine in order that the required changes in the Registration Statement and in the Final Prospectus Supplement or in any other documents or arrangements may be effected. Any action taken under this Section 14 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse (a) If, on the Closing Date Date, any Underwriter defaults in its obligation to purchase and pay for the respective Securities principal amount of the Notes which it or they have has agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II heretounder this Agreement, the non-defaulting Underwriters Underwriter(s) shall become be obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule II 1 hereto bears to the aggregate total principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If Notes less the principal amount of such Securities which all Underwriters so the Notes the defaulting shall have Underwriter(s) agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as 1 hereto) the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more principal amount of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities Notes which the defaulting Underwriter or Underwriters so Underwriter(s) agreed but failed to purchase; provided, however, that in making such arrangements the remaining non-defaulting Underwriter(s) shall not be obligated to purchase any of the Notes if the total principal amount of the Notes that the defaulting Underwriter(s) agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and no non-defaulting Underwriter shall be obligated to purchase more than 110% of the principal amount of the Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 2 hereof. If the foregoing maximums are exceeded, the non-defaulting Underwriter(s), or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes. If within thirty six hours after such Securities, either you or the Bank, as the case may be, may request default by any Underwriter the non-defaulting Underwriters and or other underwriters satisfactory to the Representatives do not agree to purchase the Notes which the defaulting Underwriter(s) agreed but failed to purchase, then the Partnership shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Notes on such terms. If the non-defaulting Underwriters shall thereupon become or the other underwriters satisfactory to the Representatives are obligated severally or agree to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part Notes of any non-defaulting Underwriter or of Underwriter(s), the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 14, Representatives may postpone the Closing Date shall be postponed for such period, not exceeding up to seven calendar days, as you, as the Representatives, and the Bank shall determine full business days in order that the required Partnership may effect any changes that may be necessary in the Registration Statement and in or the Final Prospectus or in any other documents document or arrangements agreement, and the Partnership agrees to file promptly any amendments or any supplements to the Registration Statement or the Prospectus which, in the opinion of the Representatives, may thereby be effectedmade necessary. Any action taken under As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 14 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement9.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto hereto, either you, as the Representatives Representatives, or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus Supplement or in any other documents or arrangements may be effected. Any action taken under this Section 14 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse (a) If, on the Closing Date Date, any Underwriter defaults in its obligation to purchase and pay for the respective Securities principal amount of the Notes which it or they have has agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II heretounder this Agreement, the non-defaulting Underwriters Underwriter(s) shall become be obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule II 1 hereto bears to the aggregate total principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If Notes less the principal amount of such Securities which all Underwriters so the Notes the defaulting shall have Underwriter(s) agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as 1 hereto) the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more principal amount of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities Notes which the defaulting Underwriter or Underwriters so Underwriter(s) agreed but failed to purchase; provided, however, that in making such arrangements the remaining non-defaulting Underwriter(s) shall not be obligated to purchase any of the Notes if the total principal amount of the Notes that the defaulting Underwriter(s) agreed but failed to purchase exceeds 9.09% of the total principal amount of the Notes, and no non-defaulting Underwriter shall be obligated to purchase more than 110% of the principal amount of the Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 2 hereof. If the foregoing maximums are exceeded, the non-defaulting Underwriter(s), or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes. If within such Securities, either you or the Bank, as the case may be, may request additional thirty six hours after such default by any Underwriter the non-defaulting Underwriters and or other underwriters satisfactory to the Representatives do not agree to purchase the Notes which the defaulting Underwriter(s) agreed but failed to purchase, then the Partnership shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Notes on such terms. If the non-defaulting Underwriters shall thereupon become or the other underwriters satisfactory to the Representatives are obligated severally or agree to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part Notes of any non-defaulting Underwriter or of Underwriter(s), the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 14, Representatives may postpone the Closing Date shall be postponed for such period, not exceeding up to seven calendar days, as you, as the Representatives, and the Bank shall determine full business days in order that the required Partnership may effect any changes that may be necessary in the Registration Statement and in or the Final Prospectus or in any other documents document or arrangements agreement, and the Partnership agrees to file promptly any amendments or any supplements to the Registration Statement or the Prospectus which, in the opinion of the Representatives, may thereby be effectedmade necessary. Any action taken under As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 14 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement9.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto hereto, either you, as the Representatives Representative, or the Bank FMS Wertmanagement shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank FMS Wertmanagement to purchase from the BankFMS Wertmanagement, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the BankFMS Wertmanagement, as the case may be, may request the non-defaulting Underwriters Underwriters, and the non-defaulting Underwriters shall thereupon become obligated severally severally, to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, Representative nor the Bank FMS Wertmanagement shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the BankFMS Wertmanagement. In the event of a default by any Underwriter or Underwriters as set forth in this Section 1413, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the RepresentativesRepresentative, and the Bank FMS Wertmanagement shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 14 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto hereto, either you, as the Representatives Representative, or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters Underwriters, and the non-defaulting Underwriters shall thereupon become obligated severally severally, to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, Representative nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 1413, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the RepresentativesRepresentative, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus Pricing Supplement or in any other documents or arrangements may be effected. Any action taken under this Section 14 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for any of the respective Securities which it or they have agreed to purchase hereunder hereunder, and if the aggregate principal amount of such Securities which all such defaulting Underwriter or Underwriters so defaulting shall have agreed but failed or refused to purchase does is not exceed 20% more than one-tenth of the aggregate principal amount of Securities set forth in Schedule II heretothe Securities, the non-defaulting other Underwriters shall become obligated severally be obligated, severally, to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriter or Underwriters had agreed but failed or refused to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters , in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II which they have respectively agreed to purchase pursuant to Section 2 bears to the aggregate principal amount of such Securities so set forth opposite the names of which all such non-defaulting Underwriters. If Underwriters have so agreed to purchase, or in such other proportions as the non-defaulting Underwriters may specify; provided that in no event shall the maximum aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed any Underwriter has become obligated to purchase exceeds 20% pursuant to Section 2 be increased pursuant to this Section 9 by more than one-ninth of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as agreed to be purchased by such Underwriter without the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more prior written consent of the other Underwriters or such Underwriter. If any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements shall fail or refuse to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters any Securities and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate principal amount of the Securities so set forth opposite and arrangements satisfactory to the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as Underwriters and the Representatives, nor the Bank shall have made such arrangements Company for the purchase of the such Securities agreed to be purchased by the defaulting Underwriter or Underwritersare not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of the Bankany Securities under this Agreement. In any such case either the event of a default by any Underwriter non-defaulting Underwriters or Underwriters as set forth in this Section 14, the Company shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such period, not exceeding longer than seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes changes, if any, in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under pursuant to this Section 14 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto hereto, either you, as the Representatives Representatives, or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters Underwriters, and the non-defaulting Underwriters shall thereupon become obligated severally severally, to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, Representatives nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 1413, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 14 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date Underwriter defaults in its obligation to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II heretowhich it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall become be obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set forth opposite the name of each non-defaulting Underwriter in Schedule II I hereto bears to the total aggregate principal amount of such Securities so set forth opposite the names of all such the non-defaulting Underwriters. If Underwriters in Schedule I hereto) the aggregate principal amount of such Securities which all the defaulting Underwriter agreed but failed to purchase (the “Default Securities”); except that the non-defaulting Underwriters so shall not be obligated to purchase any of the aggregate principal amount of Securities if the total aggregate principal amount of Securities which the defaulting shall have Underwriter or Underwriters agreed but failed to purchase exceeds 2010% of the total aggregate principal amount of Firm Securities, and any non-defaulting Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of Securities set forth opposite its name in Schedule II I attached hereto either youpurchasable by it pursuant to the terms of Section 3 hereof. If the foregoing maximums are exceeded, as (i) the non-defaulting Underwriters, and any other underwriters satisfactory to the Representatives or the Bank who so agree, shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank right, but shall not be obligated, to purchase from the Bank, (in such amounts proportions as may be agreed upon and upon among them) all the Default Securities on the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request contained herein. If the non-defaulting Underwriters and or the non-defaulting Underwriters shall thereupon become obligated severally other underwriters satisfactory to the Representatives do not elect to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or UnderwritersDefault Securities, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 5 hereof and the indemnity and contribution agreements of the BankCompany and the Underwriters contained in Section 7 hereof. In Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the event other underwriters satisfactory to the Representatives are obligated or agree to purchase the aggregate principal amount of Securities of a default by any Underwriter defaulting Underwriter, either the Representatives or Underwriters as set forth in this Section 14, the Company may postpone the First Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine up to five full Business Days in order to effect any changes that the required changes may be necessary in the Registration Statement and in Statement, the Final Time of Sale Disclosure Package or the Prospectus or in any other documents document or arrangements agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representatives’ opinion may thereby be effectedmade necessary. Any action taken The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 14 shall not relieve any defaulting Underwriter from liability in 8 with like effect as if it had originally been a party to this Agreement with respect of any default of such Underwriter under this Agreementto the Securities.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for any of the respective Securities which it or they have agreed to purchase hereunder hereunder, and if the aggregate principal amount of such Securities which all such defaulting Underwriter or Underwriters so defaulting shall have agreed but failed or refused to purchase does is not exceed 20% more than one-tenth of the aggregate principal amount of Securities set forth in Schedule II heretothe Securities, the non-defaulting other Underwriters shall become obligated severally be obligated, severally, to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriter or Underwriters had agreed but failed or refused to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters , in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II which they have respectively agreed to purchase pursuant to Section 3 bears to the aggregate principal amount of such Securities so set forth opposite the names of which all such non-defaulting Underwriters. If Underwriters have so agreed to purchase, or in such other proportions as the non-defaulting Underwriters may specify; provided that in no event shall the maximum aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed any Underwriter has become obligated to purchase exceeds 20% pursuant to Section 3 be increased pursuant to this Section 8 by more than one-ninth of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as agreed to be purchased by such Underwriter without the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more prior written consent of the other Underwriters or such Underwriter. If any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements shall fail or refuse to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters any Securities and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate principal amount of the Securities so set forth opposite and arrangements satisfactory to the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as Underwriters and the Representatives, nor the Bank shall have made such arrangements Company for the purchase of the such Securities agreed to be purchased by the defaulting Underwriter or Underwritersare not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of the Bankany Securities under this Agreement. In any such case either the event of a default by any Underwriter non-defaulting Underwriters or Underwriters as set forth in this Section 14, the Company shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such period, not exceeding longer than seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes changes, if any, in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under pursuant to this Section 14 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for any of the respective Securities which it or they have agreed to purchase hereunder hereunder, and if the aggregate principal amount of such Securities which all such defaulting Underwriter or Underwriters so defaulting shall have agreed but failed or refused to purchase does is not exceed 20% more than one-tenth of the aggregate principal amount of Securities set forth in Schedule II heretoSecurities, the non-defaulting other Underwriters shall become obligated severally be obligated, severally, to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriter or Underwriters had agreed but failed or refused to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters , in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate principal amount of such Securities so set forth opposite the names of which all such non-defaulting Underwriters. If Underwriters have so agreed to purchase, or in such other proportions as such non-defaulting Underwriters may specify; provided that in no event shall the maximum principal amount of Securities which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 8 by more than one-ninth of the principal amount of Securities agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any principal amount of Securities and the aggregate principal amount of Securities which all such defaulting Underwriter or Underwriters so defaulting shall have agreed but failed or refused to purchase exceeds 20% one-tenth of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed and arrangements satisfactory to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements Issuers for the purchase of the such Securities agreed to be purchased by the defaulting Underwriter or Underwritersare not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Issuers for the purchase or sale of the Bankany Securities under this Agreement. In any such case either the event of a default by any Underwriter Underwriters or Underwriters as set forth in this Section 14, the Issuers shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such period, not exceeding longer than seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes changes, if any, in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under pursuant to this Section 14 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If there is more than one Underwriter listed on Schedule I hereto and any one or more of the Underwriters shall fail or refuse on the Closing Date Underwriter defaults in its obligation to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II heretowhich it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall become be obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set forth opposite the name of each non-defaulting Underwriter in Schedule II I hereto bears to the total aggregate principal amount of such Securities so set forth opposite the names of all such the non-defaulting Underwriters. If Underwriters in Schedule I hereto) the aggregate principal amount of such Securities which all the defaulting Underwriter agreed but failed to purchase (the “Default Securities”); except that the non-defaulting Underwriters so shall not be obligated to purchase any of the aggregate principal amount of Securities if the total aggregate principal amount of Securities which the defaulting shall have Underwriter or Underwriters agreed but failed to purchase exceeds 2010% of the total aggregate principal amount of Firm Securities, and any non-defaulting Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of Securities set forth opposite its name in Schedule II I attached hereto either youpurchasable by it pursuant to the terms of Section 3 hereof. If the foregoing maximums are exceeded, as (i) the Representatives or non-defaulting Underwriters, and any other underwriters satisfactory to the Bank Representative who so agree, shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank right, but shall not be obligated, to purchase from the Bank, (in such amounts proportions as may be agreed upon and upon among them) all the Default Securities on the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request contained herein. If the non-defaulting Underwriters and or the non-defaulting Underwriters shall thereupon become obligated severally other underwriters satisfactory to the Representative do not elect to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or UnderwritersDefault Securities, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 5 hereof and the indemnity and contribution agreements of the BankCompany and the Underwriters contained in Section 7 hereof. In Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the event other underwriters satisfactory to the Representative are obligated or agree to purchase the aggregate principal amount of Securities of a default by any Underwriter defaulting Underwriter, either the Representative or Underwriters as set forth in this Section 14, the Company may postpone the First Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine up to five full Business Days in order to effect any changes that the required changes may be necessary in the Registration Statement and in Statement, the Final Time of Sale Disclosure Package or the Prospectus or in any other documents document or arrangements agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representative’s opinion may thereby be effectedmade necessary. Any action taken The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 14 shall not relieve any defaulting Underwriter from liability in 8 with like effect as if it had originally been a party to this Agreement with respect of any default of such Underwriter under this Agreementto the Securities.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on (otherwise than for a reason sufficient to justify the Closing Date termination of this Agreement under the provisions of Section 8 or 11 hereof) to purchase and pay for the respective number of Preferred Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount be purchased by such Underwriter or Underwriters upon tender of such number of Preferred Securities which all Underwriters so defaulting in accordance with the terms hereof, and the number of such Preferred Securities shall have agreed but failed to purchase does not exceed 20% ten percent (10%) of the aggregate principal amount Preferred Securities required to be purchased on the Closing Date, then, each of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts number of such Preferred Securities which it has severally agreed to purchase hereunder) its proportionate share (based on the monetary obligations of the several Underwriters hereunder on account of the purchase of Preferred Securities, excluding the Preferred Securities allocable to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting or Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities ) which the defaulting Underwriter or Underwriters shall have so agreed to purchase; provided, however, that in making such arrangements failed or refused to purchase all on such SecuritiesClosing Date. In such case, either you the Representative, on behalf of the Underwriters, shall have the right to postpone the Closing Date to a date not exceeding seven (7) full business days after the date originally fixed as such Closing Date pursuant to the terms hereof in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If one or more of the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 11 hereof) to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts number of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Preferred Securities agreed to be purchased by such Underwriter or Underwriters upon tender to the defaulting Representative on behalf thereof of such Preferred Securities in accordance with the terms hereof and the number of such Preferred Securities shall equal or exceed ten percent (10%) of the Preferred Securities required to be purchased by all the Underwriters on the Closing Date (unless within forty-eight (48) hours after such default arrangements to the satisfaction of the Representative shall have been made for the purchase of the defaulted Preferred Securities by an Underwriter or Underwriters) and subject to the provisions of Section 11(b) hereof, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or on the part of the BankCompany or the Trust except as otherwise provided in Sections 7 and 9 hereof. In As used in this Agreement, the event of a default by term "Underwriter" includes any person substituted for an Underwriter or Underwriters as set forth under this Section 12. Nothing in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives12, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any no action taken under this Section 14 hereunder, shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on (otherwise than for a reason sufficient to justify the Closing Date termination of this Agreement under the provisions of Section 8 or 11 hereof) to purchase and pay for the respective number of Securities which it or they have agreed to purchase hereunder be purchased by such Underwriter or Underwriters upon tender of such number of Securities in accordance with the terms hereof, and if the aggregate principal amount number of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% ten percent (10%) of the aggregate principal amount Securities required to be purchased on the Closing Date, then, each of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts number of such Securities which all such defaulting Underwriters had it has severally agreed to purchase. Such principal amount purchase hereunder) its proportionate share (based on the monetary obligations of such the several Underwriters hereunder on account of the purchase of Securities, excluding the Securities shall be purchased by such non-defaulting Underwriters in allocable to the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting or Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities ) which the defaulting Underwriter or Underwriters shall have so agreed to purchase; provided, however, that in making such arrangements failed or refused to purchase all on such SecuritiesClosing Date. In such case, either you the Representatives, on behalf of the Underwriters, shall have the right to postpone the Closing Date to a date not exceeding seven (7) full business days after the date originally fixed as such Closing Date pursuant to the terms hereof in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If one or more of the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 11 hereof) to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts number of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by such Underwriter or Underwriters upon tender to the defaulting Representatives on behalf thereof of such Securities in accordance with the terms hereof and the number of such Securities shall equal or exceed ten percent (10%) of the Securities required to be purchased by all the Underwriters on the Closing Date (unless within forty-eight (48) hours after such default arrangements to the satisfaction of the Representatives shall have been made for the purchase of the defaulted Securities by an Underwriter or Underwriters) and subject to the provisions of Section 11(b) hereof, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or on the part of the BankCompany except as otherwise provided in Sections 7 and 9 hereof. In As used in this Agreement, the event of a default by term "Underwriter" includes any person substituted for an Underwriter or Underwriters as set forth under this Section 12. Nothing in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives12, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any no action taken under this Section 14 hereunder, shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto hereto, either you, as the Representatives Representatives, or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters Underwriters, and the non-defaulting Underwriters shall thereupon become obligated severally severally, to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 1413, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 14 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.]

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on (otherwise than for a reason sufficient to justify the Closing Date termination of this Agreement under the provisions of Section 8 or 12 hereof) to purchase and pay for (a) in the respective Securities which it or they have case of the Closing Date, the number of Firm Shares agreed to purchase hereunder and if the aggregate principal amount be purchased by such Underwriter or Underwriters upon tender to you of such Securities which all Firm Shares in accordance with the terms hereof or (b) in the case of the Option Closing Date, the number of Additional Shares agreed to be purchased by such Underwriter or Underwriters so defaulting upon tender to you of such Additional Shares in accordance with the terms hereof, and the number of such Shares shall have agreed but failed to purchase does not exceed 2010% of the aggregate principal amount Firm Shares or Additional Shares required to be purchased on the Closing Date or the Option Closing Date, as the case may be, then each of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts number of such Shares which it has severally agreed to purchase hereunder) that proportion of the Securities number of Shares which the defaulting Underwriter or Underwriters shall have so failed or refused to be delivered to them purchase on the such Closing Date or Option Closing Date) , as the aggregate respective principal amounts case may be, which the number of such Securities which all such defaulting Underwriters had Shares agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount number of such Securities Shares so set forth opposite the names of agreed to be purchased by all such non-defaulting Underwriters. If the principal amount of Underwriters on such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto either youClosing Date or Option Closing Date, as the Representatives or the Bank case may be. In such case, you shall have the right within 48 hours thereafter to procure one or more of postpone the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you Closing Date or the BankOption Closing Date, as the case may be, to a date not exceeding seven full business days after the date originally fixed as such Closing Date or the Option Closing Date, as the case may request be, pursuant to the non-defaulting Underwriters and terms hereof in order that any necessary changes in the non-defaulting Registration Statement, the Prospectus or any other documents or arrangements may be made. If one or more of the Underwriters shall thereupon become obligated severally fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 12 hereof) to purchase and pay for (a) in addition the case of the Closing Date, the number of Firm Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Firm Shares in accordance with the other Securities which they are obligated terms hereof or (b) in the case of the Option Closing Date, the number of Additional Shares agreed to purchase hereunder be purchased by such Underwriter or pursuant Underwriters upon tender to you of such Additional Shares in accordance with the arrangements made hereunder) principal amounts terms hereof, and the number of Securities not in excess of 20such Shares shall exceed 10% of the respective aggregate principal amounts of Securities set opposite Firm Shares or Additional Shares required to be purchased by all the names of such non-defaulting Underwriters in Schedule II and in on the respective proportions which such amounts in Schedule II bear to Closing Date or the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither youOption Closing Date, as the Representativescase may be, nor the Bank then (unless within 48 hours after such default arrangements to your satisfaction shall have been made such arrangements for the purchase of the Securities agreed to be purchased defaulted Shares by the defaulting an Underwriter or Underwriters) and subject to the provisions of Section 12(b) hereof, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or on the part of the BankCompany or the Selling Stockholders except as otherwise provided in Sections 7 and 9 hereof. In As used in this Agreement, the event of a default by term "Underwriter" includes any person substituted for an Underwriter or Underwriters as set forth under this paragraph. Nothing in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any no action taken under this Section 14 hereunder, shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set forth opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto hereto, either you, as the Representatives Representatives, or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set forth opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 14 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on at the Closing Date Date, or the relevant Delivery Date, as the case may be, to purchase and pay for any of the respective Securities which it or they have agreed to purchase hereunder hereunder, and if the aggregate principal amount of such Securities which all such defaulting Underwriter or Underwriters so defaulting shall have agreed but failed or refused to purchase does is not exceed 20% more than one-tenth of the aggregate principal amount of Securities set forth in Schedule II heretoto be purchased on such date, the non-defaulting other Underwriters shall become obligated severally be obligated, severally, to purchase and pay for (the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date, in addition the same proportions as the principal amount of Securities, which they have respectively agreed to purchase pursuant to Section 1 hereof, bears to the total aggregate principal amounts amount of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as such non-defaulting Underwriters may specify; provided that in no event shall the respective proportions which the aggregate maximum principal amount of Securities set opposite the name which any Underwriter has become obligated to purchase pursuant to Section 1 hereof be increased pursuant to this Section 8 by more than one-ninth of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of Securities agreed to be purchased by such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% Underwriter without the prior written consent of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or such Underwriter. If any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; providedshall fail or refuse at the Closing Date, however, that in making such arrangements to purchase all such Securities, either you or the Bankrelevant Delivery Date, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase any Securities and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate principal amount of the Securities so set forth opposite the names of all to be purchased on such date and arrangements satisfactory to any non-defaulting Underwriters. If during such 48 hours neither you, as Underwriter and the Representatives, nor the Bank shall have made such arrangements Company for the purchase of the such Securities agreed to be purchased by the defaulting Underwriter or Underwritersare not made within 48 hours after such default, this Agreement (or, with respect to the Underwriters’ exercise of any applicable over-allotment option for the purchase of Option Securities on a Delivery Date after the Closing Date, the obligations of the Underwriters to purchase, and the Company to sell, such Option Securities on such Delivery Date) will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of the Bankany Securities under this Agreement. In any such case either the event of a default by any Underwriter Underwriters or Underwriters as set forth in this Section 14, the Company shall have the right to postpone the Closing Date shall be postponed for such period, not exceeding seven calendar days, as youor the relevant Delivery Date, as the Representativescase may be, and the Bank shall determine but in no event for longer than seven days, in order that the required changes changes, if any, in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under pursuant to this Section 14 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date Underwriter defaults in its obligation to purchase and pay for the respective number of Securities which it or they have has agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II heretounder this Agreement, the non-defaulting Underwriters shall become be obligated severally to purchase and pay for (pro rata in addition proportion to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount number of Securities set forth opposite the name of each non-defaulting Underwriter in Schedule II bears I hereto) the total number of Securities which the defaulting Underwriter agreed but failed to purchase; except that the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If Underwriters shall not be obligated to purchase any of the principal amount Securities if the total number of such Securities which all the defaulting Underwriter or Underwriters so defaulting shall have agreed but failed to purchase exceeds 209.09% of the aggregate principal amount total number of Securities, and any non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Securities set forth opposite its name in Schedule II I hereto either youpurchasable by it pursuant to the terms of Section 3.1; and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Securities which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the foregoing maximums are exceeded, as the Representatives or non-defaulting Underwriters, and any other underwriters satisfactory to the Bank Representative who so agree, shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank right, but will not be obligated, to purchase from the Bank, (in such amounts proportions as may be agreed upon and upon among them) all the terms herein set forthSecurities. In any such case, all the Representative shall have the right to postpone the Closing determined as provided in Section 3.3.2 hereof for not more than seven Business Days after the date originally fixed as the Closing pursuant to said Section 3.3.2 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representative do not elect to purchase the Securities which the defaulting Underwriter or Underwriters so agreed but failed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 3.5 and the indemnity and contribution agreements of the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, Company and the Bank shall determine Underwriters contained in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 14 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement6 hereof.

Substitution of Underwriters. (a) If any one Underwriter or more of the Underwriters shall fail or refuse on the Closing Date to purchase take up and pay for the respective number of Securities which it agreed by such Underwriter or they have agreed Underwriters to purchase be purchased hereunder and if the aggregate principal amount upon tender of such Securities in accordance with the terms hereof, and the aggregate number of Securities which all such defaulting Underwriter or Underwriters so defaulting shall have agreed but failed fail to purchase does not exceed 2010% of the aggregate principal amount number of Securities set forth in Schedule II heretoagreed to be purchased hereunder, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as the Representatives or the Bank Representative shall have the right within 48 hours thereafter to procure one or more postpone the time for delivery of the other Securities as hereinafter provided but the remaining Underwriters or any other purchasers acceptable to both you shall be obligated severally and the Bank to purchase from the Banknot jointly, in proportion to their respective purchase obligations hereunder or in such amounts proportions as may be agreed upon among them, to take up and upon pay for, at the terms herein set forthClosing Time, all the number of Securities which the defaulting Underwriters agreed but failed to purchase; or (b) If the aggregate number of Securities which such defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements fail to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20exceeds 10% of the respective aggregate principal amounts number of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or UnderwritersSecurities, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter Underwriter. (c) If it shall be arranged for the remaining Underwriters or substituted purchasers to take up the Securities of the Bank. In the event of a default by any defaulting Underwriter or Underwriters as set forth provided in this Section 1411(a) hereof, (i) the Representative or the Offerors shall have the right to postpone the Closing Date shall be postponed Time for such period, a period of not exceeding more than seven calendar days, as you, as full business days from the Representatives, and the Bank shall determine date specified in Section 3 hereof in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and in or the Final Prospectus Prospectus, or in any other documents or arrangements arrangements, and the Offerors agree promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be effectedmade necessary, and (ii) the respective number of Securities to be purchased by the remaining Underwriters or substituted purchasers shall be taken as the basis of their respective purchase obligations for all purposes of this Agreement. Any action taken under (d) Nothing contained in this Section 14 11 or elsewhere in this Agreement shall not relieve any defaulting Underwriter from of its liability in respect of any to the Offerors for damages occasioned by its default of such Underwriter under this Agreementhereunder.

Substitution of Underwriters. If any one or more Underwriter defaults in its obligation to purchase the principal amount of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have has agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II heretounder this Agreement, the non-defaulting Underwriters shall become will be obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of the Securities set forth opposite the name of each non-defaulting Underwriter in Schedule II I hereto bears to the aggregate total principal amount of such the Securities so set forth opposite the names of all such non-defaulting Underwriters. If less the principal amount of such the Securities the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Securities which all Underwriters so the defaulting shall have Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase exceeds 20% any of the aggregate Securities if the total principal amount of Securities set forth in Schedule II hereto either you, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements but failed to purchase all such exceeds 9.09% of the total principal amount of the Securities, either you or and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the Bankprincipal amount of the Securities set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to the Representative who so agree, will have the right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the case may be, may request Securities. If the non-defaulting Underwriters and or the non-defaulting other underwriters satisfactory to the Underwriters shall thereupon become obligated severally do not elect to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by that the defaulting Underwriter or UnderwritersUnderwriters agreed but failed to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except for the indemnity and contribution agreements of the BankCompany and the Underwriters contained in Section 7 of this Agreement. In As used in this Agreement, the event term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representative are obligated or agree to purchase the Securities of a default by any Underwriter or Underwriters as set forth in this Section 14defaulting Underwriter, the Representative may postpone the Closing Date shall be postponed for such period, not exceeding up to seven calendar days, as you, as the Representatives, and the Bank shall determine full Business Days in order that the required Company may effect any changes that may be necessary in the Registration Statement and in or the Final Prospectus or in any other documents document or arrangements agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement or the Prospectus which, in the opinion of the Representative, may thereby be effectedmade necessary. Any action taken under this Section 14 shall not Nothing contained herein will relieve any a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementliability it may have for damages caused by its default.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as the Representatives Representatives, or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Bank. In the event of a default by any Underwriter or Underwriters as set forth in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 14 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date Underwriter defaults in its obligation to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II heretowhich it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall become be obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set forth opposite the name of each non-defaulting Underwriter in Schedule II I hereto bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth opposite the names of all the non-defaulting Underwriters in Schedule II hereto either you, as I hereto) the Representatives or Securities which the Bank defaulting Underwriter agreed but failed to purchase (the “Default Securities”); except that the non-defaulting Underwriters shall have the right within 48 hours thereafter not be obligated to procure one or more purchase any of the other Underwriters or any other purchasers acceptable to both you and Securities if the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements but failed to purchase all such exceeds 10% of the aggregate principal amount of Firm Securities, either you or and any non-defaulting Underwriter shall not be obligated to purchase more than 110% of the Bankprincipal amount of Securities set forth opposite its name in Schedule I attached hereto purchasable by it pursuant to the terms of Section 3 hereof. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to the Representative who so agree, shall have the right, but shall not have the obligation, to purchase (in such proportions as may be agreed upon among them) all the case may be, may request Default Securities on the terms contained herein. If the non-defaulting Underwriters and or the non-defaulting Underwriters shall thereupon become obligated severally other underwriters satisfactory to the Representative do not elect to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or UnderwritersDefault Securities, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 5(n) hereof and the indemnity and contribution agreements of the BankCompany and the Underwriters contained in Section 7 hereof. In Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the event other underwriters satisfactory to the Representative are obligated or agree to purchase the Securities of a default by any Underwriter defaulting Underwriter, either the Representative or Underwriters as set forth in this Section 14, the Company may postpone the First Closing Date shall be postponed or the Option Closing Date for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine up to five full Business Days in order to effect any changes that the required changes may be necessary in the Registration Statement and in Statement, the Final Time of Sale Disclosure Package or the Prospectus or in any other documents document or arrangements agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representative’s opinion may thereby be effectedmade necessary. Any action taken The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 14 shall not relieve any defaulting Underwriter from liability in 8 with like effect as if it had originally been a party to this Agreement with respect of any default of such Underwriter under this Agreementto the Securities.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date Underwriter defaults in its obligation to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II heretowhich it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall become be obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase. Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set forth opposite the name of each non-defaulting Underwriter in Schedule II I hereto bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth opposite the names of all the non-defaulting Underwriters in Schedule II hereto either you, as I hereto) the Representatives or Securities which the Bank defaulting Underwriter agreed but failed to purchase (the “Default Securities”); except that the non-defaulting Underwriters shall have the right within 48 hours thereafter not be obligated to procure one or more purchase any of the other Underwriters or any other purchasers acceptable to both you and Securities if the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements but failed to purchase all such exceeds 10% of the aggregate principal amount of Firm Securities, either you or and any non-defaulting Underwriter shall not be obligated to purchase more than 110% of the Bankprincipal amount of Securities set forth opposite its name in Schedule I attached hereto purchasable by it pursuant to the terms of Section 3 hereof. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other underwriters satisfactory to the Representative who so agree, shall have the right, but shall not have the obligation, to purchase (in such proportions as may be agreed upon among them) all the case may be, may request Default Securities on the terms contained herein. If the non-defaulting Underwriters and or the non-defaulting Underwriters shall thereupon become obligated severally other underwriters satisfactory to the Representative do not elect to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or UnderwritersDefault Securities, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 5(n) hereof and the indemnity and contribution agreements of the BankCompany and the Underwriters contained in Section 7 hereof. In Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the event other underwriters satisfactory to the Representative are obligated or agree to purchase the Securities of a default by any Underwriter defaulting Underwriter, either the Representative or Underwriters as set forth in this Section 14, the Company may postpone the First Closing Date shall be postponed or the Option Closing Date for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine up to five full Business Days in order to effect any changes that the required changes may be necessary in the Registration Statement and in Statement, the Final Time of Sale Disclosure Package or the Prospectus or in any other documents document or arrangements agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representative’s opinion may thereby be effectedmade necessary. Any action taken The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 14 shall not relieve any defaulting Underwriter from liability in 8 with like effect as if it had originally been a party to this Agreement with respect of any default of such Underwriter under this Agreement.to the Securities