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 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 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 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 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. (a) If any one or more of the Underwriters shall fail default in its or refuse on the Closing Date their obligations to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder 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 2010% of the aggregate principal amount number of Securities set forth in Schedule II heretoto be purchased by the Underwriters, the each non-defaulting Underwriters Underwriter shall become obligated severally have the right and is obligated, severally, to purchase and pay for (in addition to the principal amounts Securities set forth opposite its name in Schedule A) that portion of the Securities agreed to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which purchased by 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 its name of each non-defaulting Underwriter in Schedule II A bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. In such event, you as Representative, for the accounts of the several non-defaulting Underwriters, shall take up and pay for all or any part of such additional Securities to be purchased by each such Underwriter under this Section 8(a), and may postpone the Closing Date to a time not exceeding three full business days after the Closing Date determined as provided in Section 3 hereof during which time the Company will prepare and file any amendments to the Registration Statement and take any other action which the Representative or its counsel shall deem necessary or appropriate to reflect such event; or (b) If one or more Underwriters default in its or their obligations to purchase and pay for Securities hereunder and if the principal amount aggregate number of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20shall exceed 10% of the aggregate principal amount number of Securities set forth in Schedule II hereto either youto be purchased by the Underwriters, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure if one or more of the other Underwriters for any reason permitted hereunder cancel its 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 their obligations to purchase and pay for (in addition to Securities hereunder, 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-cancelling and non-defaulting Underwriters in Schedule II and in (hereinafter called the respective proportions which such amounts in Schedule II bear "remaining Underwriters") shall have the right to the aggregate principal amount of purchase such Securities so set forth opposite in such proportion as may be agreed among them, at the names of all such non-defaulting UnderwritersClosing Date determined as provided in Section 3 hereof. If during the remaining Underwriters do not purchase and pay for such 48 hours neither you, as the Representatives, nor the Bank shall have made Securities at 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 14Closing Date, 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.be

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 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 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 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

Substitution of Underwriters. (a) If any one Underwriter or more of the Underwriters shall fail default in its or refuse on the Closing Date their obligation to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder hereunder, and if the aggregate principal amount total number of Securities with respect to which such Securities which all Underwriters so defaulting shall have agreed but failed default relates do not (after giving effect to purchase does not arrangements, if any, made pursuant to SUBSECTION (b) below) exceed 2010% of the aggregate principal amount of Securities set forth in Schedule II heretowhich the Underwriters have agreed to purchase hereunder, then such Securities to which the default relates shall be purchased by the non-defaulting Underwriters shall become obligated severally in proportion 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 their respective names of all such non-defaulting Underwriters. If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed in SCHEDULE I hereto bear to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as opposite the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more names of the other Underwriters or any other purchasers acceptable non-defaulting Underwriters. (b) In the event that such default relates to both you and more than 10% of 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 aggregate principal amount of Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and may in their discretion arrange for themselves or for another party or parties to purchase the Securities to which such default relates on the terms contained herein. In the event that within five (5) business days after such a default 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 do 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 arrange for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriterswhich such default relates as provided in this SECTION 10(b), this Agreement will Agreement, the obligations of the Underwriters to purchase, and of the Company and the Guarantors to sell, the Securities shall thereupon terminate without liability on the part of any the Company and the Guarantors with respect thereto (except in each case as provided in SECTIONS 6, 8(a) and 9) or the Underwriters (except as provided in SECTIONS 8(b) and 9), but nothing in this Agreement shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters, the Company and the Guarantors), for damages occasioned by its default hereunder. (c) In the event that the Securities to which the default relates are to be purchased by the non-defaulting Underwriter Underwriters, or of are to be purchased by another party or parties as aforesaid, the Bank. In Representative or the event of a default by any Underwriter or Underwriters as set forth in this Section 14, Company shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine five (5) business days in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and in or the Final Prospectus or in any other documents and arrangements, and the Company and the Guarantors agree to file promptly any amendment or arrangements may be effected. Any action taken under this Section 14 shall not relieve any defaulting Underwriter from liability supplement to the Registration Statement or the Prospectus which, in respect the opinion of any default of such Underwriter under this Agreement.Underwriters'

Substitution of Underwriters. (a) If any one or more of the Underwriters shall fail should default in its or refuse on the Closing Date their obligation to purchase and pay for the respective Securities which it or they have agreed to purchase any Offered Shares hereunder and if the aggregate principal amount number of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 2010% of the aggregate principal amount total number of Securities set forth in Schedule II heretothe Offered Shares, the non-defaulting Underwriters shall become will be obligated severally to purchase and pay for (in addition to the principal amounts number of the Securities to be delivered to them on the Closing DateOffered Shares set forth opposite their names in Schedule A attached hereto) the aggregate respective principal amounts full number of such Securities which all such defaulting Underwriters had Offered Shares agreed to purchase. Such principal amount of such Securities shall be purchased by all defaulting Underwriters, and not so purchased, in proportion to their respective commitments hereunder. In such non-defaulting event the Representative, for the accounts of the several nondefaulting Underwriters, may take up and pay for all or any part of such additional Offered Shares to be purchased by each such Underwriter under this Section 10(a), and may postpone the Closing Date to a time not exceeding three full business days after the Closing Date determined as provided in Section 2 hereof. (b) If one or more Underwriters should default in the respective proportions which its or their obligation to purchase and pay for any Offered Shares hereunder and if 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 so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 2010% of the aggregate principal amount total number of Securities set forth in Schedule II hereto either youOffered Shares, as or if one or more Underwriters for any reason permitted hereunder should cancel its or their obligation to purchase and pay for Offered Shares hereunder, the Representatives or non-cancelling and non-defaulting Underwriters (hereinafter called the Bank shall "remaining Underwriters") 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 to purchase from the Bank, such Offered Shares in such amounts proportion as may be agreed upon among them at the Closing Date determined as provided in Section 2 hereof. If the remaining Underwriters do not purchase and upon pay for such Offered Shares at such Closing Date, the terms herein set forthClosing Date will be postponed for 24 hours and the remaining Underwriters will have the right to purchase such Offered Shares, all or to substitute another person or persons to purchase the Securities which same, or both, at such postponed Closing Date. If purchasers have not been found for such Offered Shares by such postponed Closing Date, the Closing Date will be postponed for a further 24 hours, and the Company will have the right to substitute another person or persons, reasonably satisfactory to the Representative to purchase such Offered Shares at such second postponed Closing Date. If it shall be arranged for the remaining Underwriters or substituted underwriters to take up the Offered Shares of the defaulting Underwriter or Underwriters so agreed to purchase; providedas provided in this Section, 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 Company shall have made such arrangements the right to postpone the time of delivery for the purchase a period 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 more than three (3) full business days, as you, as the Representatives, and the Bank shall determine in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and in or the Final Prospectus or in any other documents or arrangements arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be effectedmade necessary. Any action taken If the Company has not found such purchasers for such Offered Shares by such second postponed Closing Date, then this Agreement will automatically terminate, and neither the Company nor the remaining Underwriters will be under any obligation under this Agreement (except that the Company and the Underwriters will remain liable to the extent provided in Sections 7 and 8 hereof and the Company will also remain liable to the extent provided in Section 5(j) hereof). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 14 shall not 10(b). Nothing in Section 11 hereof will relieve any a defaulting Underwriter from the liability for its default and nothing in respect this Section 10(b) will obligate any Underwriter to purchase or find purchasers for any Offered Shares in excess of any default of those agreed to be purchased by such Underwriter under this Agreementthe terms of Section 2 hereof.

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 Underwriter shall default in its obligation to purchase on any Closing Date the Offered Securities agreed to be purchased hereunder on such Closing Date, the Representatives shall have the right, within thirty-six hours thereafter, to make arrangements for one or more of the Underwriters shall fail non-defaulting Underwriters, or refuse any other Underwriters, to purchase such Offered Securities on the terms contained herein. If, however, the Representatives shall not have completed such arrangements within such thirty-six-hour period, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Underwriters to purchase such Offered Securities on such terms. If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided above, the aggregate number of Offered Securities which remains unpurchased on such 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 2010% of the aggregate principal amount number of all the Offered Securities set forth in Schedule II hereto, that all the non-defaulting Underwriters shall become are obligated severally to purchase and pay for (in addition on such date, then the Company shall have the right 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 require each non-defaulting Underwriter to purchase the number of Offered Securities which such Underwriter agreed to purchase hereunder at such date and, in Schedule II bears addition, to the aggregate principal amount of such Securities so set forth opposite the names of all such require each non-defaulting Underwriters. If Underwriter to purchase its pro rata share (based on the principal amount number of Offered Securities which such Underwriter agreed to purchase hereunder) of the Offered Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. In any such case, either the Representatives or the Company shall have the right to postpone the applicable Closing Date for a period of not more than seven days in order to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided above, the aggregate number of such Offered Securities which all Underwriters so defaulting shall have agreed but failed to purchase remains unpurchased exceeds 2010% of the aggregate principal amount number of all the Offered Securities set forth in Schedule II hereto either youto be purchased at such date, as then this Agreement, or, with respect to a Closing Date which occurs after the Representatives or first Closing Date, the Bank shall have the right within 48 hours thereafter to procure one or more obligations of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from and of 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 BankCompany, as the case may be, may request to sell the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Option 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 Underwritersand sold on such date, this Agreement will terminate shall terminate, without liability on the part of any non-defaulting Underwriter or to the Company and without liability on the part 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.the

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 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 to purchase and pay for any of the respective Preferred Securities which it or they have agreed to purchase hereunder hereunder, and if the aggregate principal amount of such Preferred 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 heretoPreferred 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 Preferred Securities which all such defaulting Underwriter or Underwriters had agreed but failed or refused to purchase. Such , in the proportions which the principal amount of such Preferred 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 they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate principal amount of such Preferred 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 Representative may specify, provided that in no event shall the maximum principal amount of Preferred 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 Preferred 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 Preferred Securities and the aggregate principal amount of Preferred 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 the Preferred Securities set forth in Schedule II hereto either you, as and arrangements satisfactory to 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 Representative 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 Trust 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 Company for the purchase of the such Preferred 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 Trust and the Company for the purchase or sale of the Bankany Preferred Securities under this Agreement. In any such case either the event of a default by any Underwriter Representative or Underwriters as set forth in this Section 14, the Trust and 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 (a) If, on the First Closing Date to purchase and pay for or 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 Second 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, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may request in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the First Closing Date or the Second Closing Date, as the case may be, for up to five full business days in order to effect any changes that, in the opinion of counsel for the Company or counsel for the Underwriters, may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the First Closing Date or the Second Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriters shall thereupon become obligated severally Underwriter to purchase and pay for (in addition to the other number of Securities which they are obligated that such Underwriter agreed to purchase hereunder or pursuant to on such date plus such Underwriter’s pro rata share (based on the arrangements made hereunder) principal amounts number of Securities not in excess of 20% that such Underwriter agreed to purchase on such date) of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriter or Underwriters in Schedule II and in the respective proportions for which such amounts in Schedule II bear arrangements have not been made. (c) If, after giving effect 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 any arrangements for the purchase of the Securities agreed of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the First Closing Date or the Second Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Securities to be purchased by on such date, or if the defaulting Underwriter or UnderwritersCompany shall not exercise the right described in paragraph (b) above, then this Agreement will or, with respect to the Second Closing Date, the obligation of the Underwriters to purchase Securities on the Second Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 8 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 9 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter or of the Bank. In the event of a default for damages caused 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 Agreementits 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 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 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. (a) If any one or more of the Underwriters shall fail default in its or refuse on the Closing Date their obligations to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder 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 2010% of the aggregate principal amount number of Securities set forth in Schedule II heretoto be purchased by the Underwriters, the each non-defaulting Underwriters Underwriter shall become obligated severally have the right and is obligated, severally, to purchase and pay for (in addition to the principal amounts Securities set forth opposite its name in Schedule A) that portion of the Securities agreed to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which purchased by 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 its name of each non-defaulting Underwriter in Schedule II A bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters. In such event, you as Representative, for the accounts of the several non-defaulting Underwriters, shall take up and pay for all or any part of such additional Securities to be purchased by each such Underwriter under this Section 8(a), and may postpone the Closing Date to a time not exceeding three full business days after the Closing Date determined as provided in Section 3 hereof during which time the Company will prepare and file any amendments to the Registration Statement and take any other action which the Representative or its counsel shall deem necessary or appropriate to reflect such event; or (b) If one or more Underwriters default in its or their obligations to purchase and pay for Securities hereunder and if the principal amount aggregate number of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20shall exceed 10% of the aggregate principal amount number of Securities set forth in Schedule II hereto either youto be purchased by the Underwriters, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure if one or more of the other Underwriters for any reason permitted hereunder cancel its 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 their obligations to purchase and pay for (in addition to Securities hereunder, 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-canceling and non-defaulting Underwriters in Schedule II and in (hereinafter called the respective proportions which such amounts in Schedule II bear "remaining Underwriters") shall have the right to the aggregate principal amount of purchase such Securities so set forth opposite in such proportion as may be agreed among them, at the names of all such non-defaulting UnderwritersClosing Date determined as provided in Section 3 hereof. If during the remaining Underwriters do not purchase and pay for such 48 hours neither you, as the Representatives, nor the Bank shall have made Securities at 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 14Closing Date, 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.Date

Substitution of Underwriters. (a) If any one or more of the Underwriters shall fail should default in its or refuse on the Closing Date their obligation to purchase and pay for the respective Securities which it or they have agreed to purchase any Offered Shares hereunder and if the aggregate principal amount number of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 2010% of the aggregate principal amount total number of Securities set forth in Schedule II heretothe Offered Shares, the non-defaulting Underwriters shall become will be obligated severally to purchase and pay for (in addition to the principal amounts number of the Securities to be delivered to them on the Closing DateOffered Shares set forth 22988/1111/JEJ/385081.3 opposite their names in Schedule A attached hereto) the aggregate respective principal amounts full number of such Securities which all such defaulting Underwriters had Offered Shares agreed to purchase. Such principal amount of such Securities shall be purchased by all defaulting Underwriters, and not so purchased, in proportion to their respective commitments hereunder. In such non-defaulting event the Representatives, for the accounts of the several nondefaulting Underwriters, may take up and pay for all or any part of such additional Offered Shares to be purchased by each such Underwriter under this Section 10(a), and may postpone the Closing Date to a time not exceeding three full business days after the Closing Date determined as provided in Section 2 hereof. (b) If one or more Underwriters should default in the respective proportions which its or their obligation to purchase and pay for any Offered Shares hereunder and if 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 so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 2010% of the aggregate principal amount total number of Securities set forth in Schedule II hereto either youOffered Shares, as or if one or more Underwriters for any reason permitted hereunder should cancel its or their obligation to purchase and pay for Offered Shares hereunder, the Representatives or non-cancelling and non-defaulting Underwriters (hereinafter called the Bank shall "remaining Underwriters") 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 to purchase from the Bank, such Offered Shares in such amounts proportion as may be agreed upon among them at the Closing Date determined as provided in Section 2 hereof. If the remaining Underwriters do not purchase and upon pay for such Offered Shares at such Closing Date, the terms herein set forthClosing Date will be postponed for 24 hours and the remaining Underwriters will have the right to purchase such Offered Shares, all or to substitute another person or persons to purchase the Securities which same, or both, at such postponed Closing Date. If purchasers have not been found for such Offered Shares by such postponed Closing Date, the Closing Date will be postponed for a further 24 hours, and the Company will have the right to substitute another person or persons, reasonably satisfactory to the Representatives to purchase such Offered Shares at such second postponed Closing Date. If it shall be arranged for the remaining Underwriters or substituted underwriters to take up the Firm Shares of the defaulting Underwriter or Underwriters so agreed to purchase; providedas provided in this Section, however, that in making such arrangements to purchase all such Securities, either you or (A) 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 Company shall have made such arrangements the right to postpone the time of delivery for the purchase a period of the Securities agreed to be purchased by the defaulting Underwriter or Underwritersnot more than three (3) full Business Days, 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 to effect whatever changes may thereby be made necessary in the Registration Statement and in or the Final Prospectus or in any other documents or arrangements arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be effectedmade necessary. Any action taken If the Company has not found such purchasers for such Offered Shares by such second postponed Closing Date, then this Agreement will automatically terminate, and neither the Company nor the remaining Underwriters will be under any obligation under this Agreement (except that the Company and the Underwriters will remain liable to the extent provided in Sections 7 and 8 hereof and the Company will also remain liable to the extent provided in Section 5(j) hereof). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 14 shall not 10(b). Nothing in Section 11 hereof will relieve any a defaulting Underwriter from the liability for its default and nothing in respect this Section 10(b) will obligate any Underwriter to purchase or find purchasers for any Offered Shares in excess of any default of those agreed to be purchased by such Underwriter under this Agreementthe terms of Section 2 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 Preferred Securities agreed by such Underwriter or Underwriters to be purchased hereunder upon tender of such Preferred Securities in accordance with the terms hereof, and the aggregate number of Preferred Securities which it such defaulting Underwriter 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 fail to purchase does not exceed 2010% of the aggregate principal amount number of Preferred 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 Preferred 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 Preferred Securities which the defaulting Underwriters agreed but failed to purchase; or (b) If the aggregate number of Preferred 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 UnderwritersPreferred Securities, 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 Preferred 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 effected. Any action made necessary, and (ii) the respective number of Preferred Securities to be purchased by the remaining Underwriters or substituted purchasers shall be taken under as the basis of their respective purchase obligations for all purposes of this Agreement. (d) Nothing contained in this Section 14 11 or elsewhere in this Agreement shall not relieve any defaulting Underwriter from of its liability to the Offerors for damages occasioned by its default hereunder. (e) The term "Underwriter" as used in respect of this Agreement shall refer to and include any default of such Underwriter purchaser substituted under this AgreementSection 11 with like effect as if such substituted purchaser had originally been named in Schedule A annexed hereto.

Substitution of Underwriters. (a) If any one Underwriter shall default in its obligation to purchase the Normal PCS which it has agreed to purchase hereunder, the Underwriters may in their discretion arrange for themselves or another party or other parties to purchase such Normal PCS on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Underwriters do not arrange for the purchase of such Normal PCS, then the Guarantor and the Trust shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Underwriters to purchase such Normal PCS on such terms. In the event that, within the respective prescribed periods, the Underwriters notify the Guarantor and the Trust that they have so arranged for the purchase of such Normal PCS, or the Guarantor and the Trust notify the Underwriters that they have so arranged for the purchase of such Normal PCS, the Underwriters or the Guarantor and the Trust shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents or arrangements, and the Guarantor and the Trust agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the reasonable opinion of the Underwriters may thereby be made necessary. The term “Underwriters” as used in this Agreement shall fail or refuse on the Closing Date include any person substituted under this Section 8 with like effect as if such person had originally been a party to purchase and pay this Agreement with respect to such Normal PCS. (b) If after giving effect to any arrangements for the respective Securities which it purchase of the Normal PCS of a defaulting Underwriter or they have agreed to purchase hereunder and if Underwriters as provided in Section 8(a), the aggregate principal amount of such Securities Normal PCS which all Underwriters so defaulting shall have agreed but failed to purchase remains unpurchased does not exceed 20% one-eleventh of the aggregate principal amount of Securities set forth in Schedule II heretoall the Normal PCS, then the Guarantor and the Trust shall have the right to require each non-defaulting Underwriters shall become obligated severally Underwriter 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 Normal PCS which such Securities shall be purchased by such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Normal PCS which such Underwriter agreed to purchase hereunder) of the Normal PCS of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If after giving effect to any arrangements for the purchase of the Normal PCS of a defaulting Underwriter or Underwriters as provided in the respective proportions which Section 8(a), the aggregate principal amount of Securities set opposite the name of each nonNormal PCS which remains unpurchased exceeds one-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% eleventh of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as all the Representatives Normal PCS or if the Bank Guarantor and the Trust shall have not exercise the right within 48 hours thereafter described in the immediately preceding paragraph 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 require 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 Normal PCS 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 a defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability on the part of any non-defaulting Underwriter Underwriters or of the Bank. In Guarantor or the event of a default Trust, except for the expenses to be borne by any Underwriter or the Guarantor, the Trust and the Underwriters as set forth provided in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, 9 hereof and the Bank indemnity and contribution agreements in Section 7 hereof; but nothing 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 default of such Underwriter under this Agreementfor its default.

Substitution of Underwriters. (a) If any one or more of the Underwriters shall fail should default in its or refuse on the Closing Date their obligation to purchase and pay for the respective Securities which it or they have agreed to purchase any Offered Shares hereunder and if the aggregate principal amount number of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 2010% of the aggregate principal amount total number of Securities set forth in Schedule II heretothe Offered shares, the non-defaulting Underwriters shall become will be obligated severally to purchase and pay for (in addition to the principal amounts number of the Securities to be delivered to them on the Closing DateOffered Shares set forth opposite their names in Schedule A attached hereto) the aggregate respective principal amounts full number of such Securities which all such defaulting Underwriters had Offered Shares agreed to purchase. Such principal amount of such Securities shall be purchased by all defaulting Underwriters, and not so purchased, in proportion to their respective commitments hereunder. In such non-defaulting event the Representative, for the accounts of the several nondefaulting Underwriters, may take up and pay for all or any part of such additional Offered Shares to be purchased by each such Underwriter under this Section 10(a), and may postpone the Closing Date to a time not exceeding three full business days after the Closing Date determined as provided in Section 2 hereof. (b) If one or more Underwriters should default in the respective proportions which its or their obligation to purchase and pay for any Offered Shares hereunder and if 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 so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 2010% of the aggregate principal amount total number of Securities set forth in Schedule II hereto either youOffered Shares, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure if one or more of the other Underwriters for any reason permitted hereunder should cancel its 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 their obligation to purchase and pay for (in addition to Offered Shares hereunder, 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-cancelling and non-defaulting Underwriters (hereinafter called the "remaining Underwriters") will have the right to purchase such Offered Shares in Schedule II such proportion as may be agreed among them at the Closing Date determined as provided in Section 2 hereof. If the remaining Underwriters do not purchase and in pay for such Offered Shares at such Closing Date, the respective proportions which Closing Date will be postponed for 24 hours and the remaining Underwriters will have the right to purchase such amounts in Schedule II bear Offered Shares, or to substitute another person or persons to purchase the same, or both, at such postponed Closing Date. If purchasers have not been found for such Offered Shares by such postponed Closing Date, the Closing Date will be postponed for a further 24 hours, and the Company will have the right to substitute another person or persons, reasonably satisfactory to the aggregate principal amount of Representative, to purchase such Securities so set forth opposite the names of all Offered Shares at such non-defaulting Underwriterssecond postponed Closing Date. If during the Company has not found such 48 hours purchasers for such Offered Shares by such second postponed Closing Date, then this Agreement will automatically terminate, and neither you, as the Representatives, Company nor the Bank shall have made such arrangements remaining Underwriters will be under any obligation under this Agreement (except that the Company and the Underwriters will remain liable to the extent provided in Sections 7 and 8 hereof and the Company will also remain liable to the extent provided in Section 5(j) hereof). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10(b). Nothing in Section 10 hereof will relieve a defaulting Underwriter from the liability for its default and nothing in this Section 10(b) will obligate any Underwriter to purchase or find purchasers for any Offered Shares in excess of the Securities those 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 Agreementthe terms of Section 2 hereof.

Substitution of Underwriters. (a) If any one or more of the Underwriters shall fail fails or refuse on the Closing Date refuses to purchase on any Delivery Date the Securities agreed hereunder to be purchased on such Delivery Date by such Underwriter or Underwriters, and pay for the respective aggregate number of Securities which it such defaulting Underwriter 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 or refused to purchase does not exceed 2010% of the aggregate principal amount number of the Securities set forth in Schedule II heretoto be purchased on such date by all Underwriters, 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 obligated, severally, in the respective proportions which that the aggregate principal amount number of Firm Securities set forth opposite the name of each non-defaulting Underwriter in their respective names on Schedule II I hereto bears to the aggregate principal amount number of such Firm Securities so set forth opposite the names of all such non-defaulting Underwriters. If , or in such other proportions as you may specify with the principal amount consent of such the non-defaulting Underwriters, to purchase the Securities which all such defaulting Underwriter or Underwriters so defaulting shall have agreed but failed or refused to purchase exceeds 20% on such date; provided that in no event shall the number of Securities (whether Firm Securities or Optional Securities) which any Underwriter has agreed to purchase on a Delivery Date pursuant to Section 3 be increased pursuant to this Section 10 by an amount in excess of one-ninth of the aggregate principal amount Securities such Underwriter has agreed to purchase on such Delivery Date, without the written consent 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 such Underwriter. (b) If (i) one or more of the other Underwriters fails or any other purchasers acceptable refuses to both you purchase the Firm Securities on the First Delivery Date, 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 aggregate number of Firm Securities which the such defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements but failed or refused 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 Firm 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 on such date by all Underwriters and (ii) arrangements satisfactory to you, the defaulting Underwriter or UnderwritersCompany and the Selling Shareholders for purchase of such Firm Securities are not made within 48 hours after such default, this Agreement will terminate without liability on your part or on the part of any non-defaulting Underwriter or of the Bankany Seller, except as provided in Section 12. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the First Delivery Date, but in no 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 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 If one or more of the Underwriters fails or refuses to purchase Optional Securities on the Second Delivery Date, and the aggregate number of Optional Securities with respect to which such default occurs exceeds 10% of the aggregate number of Optional Securities to be purchased on such date by all Underwriters, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase such Optional Securities (without liability on your part or on the part of any non-defaulting Underwriter or any Seller, except as provided in Section 12) or (ii) purchase not less than the number of Optional Securities that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. This Section 10 will not affect the liability of the defaulting Underwriters to the Sellers or the non-defaulting Underwriters arising out of such default. A substitute Underwriter under this Section 14 shall not relieve any defaulting 10 will be deemed an Underwriter from liability in respect for all purposes of any default of such Underwriter under this Agreement.

Substitution of Underwriters. (a) If any one or more of the Underwriters shall fail should default in its or refuse on the Closing Date their obligation to purchase and pay for the respective Securities which it or they have agreed to purchase any Offered Shares hereunder and if the aggregate principal amount number of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 2010% of the aggregate principal amount total number of Securities set forth in Schedule II heretothe Offered Shares, the non-defaulting Underwriters shall become will be obligated severally to purchase and pay for (in addition to the principal amounts number of the Securities to be delivered to them on the Closing DateOffered Shares set forth opposite their names in Schedule A attached hereto) the aggregate respective principal amounts full number of such Securities which all such defaulting Underwriters had Offered Shares agreed to purchase. Such principal amount of such Securities shall be purchased by all defaulting Underwriters, and not so purchased, in proportion to their respective commitments hereunder. In such non-defaulting event the Representative, for the accounts of the several nondefaulting Underwriters, may take up and pay for all or any part of such additional Offered Shares to be purchased by each such Underwriter under this Section 10(a), and may postpone the Closing Date to a time not exceeding three full business days after the Closing Date determined as provided in Section 2 hereof. (b) If one or more Underwriters should default in the respective proportions which its or their obligation to purchase and pay for any Offered Shares hereunder and if 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 so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 2010% of the aggregate principal amount total number of Securities set forth in Schedule II hereto either youOffered Shares, as or if one or more Underwriters for any reason permitted hereunder should cancel its or their obligation to purchase and pay for Offered Shares hereunder, the Representatives or non-cancelling and non-defaulting Underwriters (hereinafter called the Bank shall "remaining Underwriters") 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 to purchase from the Bank, such Offered Shares in such amounts proportion as may be agreed upon among them at the Closing Date determined as provided in Section 2 hereof. If the remaining Underwriters do not purchase and upon pay for such Offered Shares at such Closing Date, the terms herein set forthClosing Date will be postponed for 24 hours and the remaining Underwriters will have the right to purchase such Offered Shares, all or to substitute another person or persons to purchase the Securities which same, or both, at such postponed Closing Date. If purchasers have not been found for such Offered Shares by such postponed Closing Date, the Closing Date will be postponed for a further 24 hours, and the Company will have the right to substitute another person or persons, reasonably satisfactory to the Representative to purchase such Offered Shares at such second postponed Closing Date. If it shall be arranged for the remaining Underwriters or substituted underwriters to take up the Offered Shares of the defaulting Underwriter or Underwriters so agreed to purchase; providedas provided in this Section, however, that in making such arrangements to purchase all such Securities, either you or (A) 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 Company shall have made such arrangements the right to postpone the time of delivery for the purchase a period of the Securities agreed to be purchased by the defaulting Underwriter or Underwritersnot more than three (3) full Business Days, 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 to effect whatever changes may thereby be made necessary in the Registration Statement and in or the Final Prospectus or in any other documents or arrangements arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be effectedmade necessary. Any action taken If the Company has not found such purchasers for such Offered Shares by such second postponed Closing Date, then this Agreement will automatically terminate, and neither the Company nor the remaining Underwriters will be under any obligation under this Agreement (except that the Company and the Underwriters will remain liable to the extent provided in Sections 7 and 8 hereof and the Company will also remain liable to the extent provided in Section 5(j) hereof). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 14 shall not 10(b). Nothing in Section 11 hereof will relieve any a defaulting Underwriter from the liability for its default and nothing in respect this Section 10(b) will obligate any Underwriter to purchase or find purchasers for any Offered Shares in excess of any default of those agreed to be purchased by such Underwriter under this Agreementthe terms of Section 2 hereof.

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 any of the respective Firm Securities which it or they have agreed to purchase hereunder hereunder, and if the aggregate principal amount of such Firm 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 heretoFirm 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 Firm Securities which all such defaulting Underwriter or Underwriters had agreed but failed or refused to purchase. Such , in the proportions which the principal amount of such Firm 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 they have respectively agreed to purchase pursuant to Section I bears to the aggregate principal amount of such Firm 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 Representatives may specify; provided that in no event shall the maximum principal amount of Firm Securities which any Underwriter has become obligated to purchase pursuant to Section I be increased pursuant to this Section 8 by more than one-ninth of the principal amount of Firm 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 Firm Securities and the aggregate principal amount of Firm 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 the Firm Securities set forth in Schedule II hereto either you, as and arrangements satisfactory to 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 Company for the purchase of the such Firm 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 Representatives 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. (a) If any one or more of the Underwriters shall fail should default in its or refuse on the Closing Date their obligation to purchase and pay for the respective Securities which it or they have agreed to purchase any Offered Shares hereunder and if the aggregate principal amount number of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 2010% of the aggregate principal amount total number of Securities set forth in Schedule II heretothe Offered Shares, the non-defaulting Underwriters shall become will be obligated severally to purchase and pay for (in addition to the principal amounts number of the Securities to be delivered to them on the Closing DateOffered Shares set forth opposite their names in Schedule A attached hereto) the aggregate respective principal amounts full number of such Securities which all such defaulting Underwriters had Offered Shares agreed to purchase. Such principal amount of such Securities shall be purchased by all defaulting Underwriters, and not so purchased, in proportion to their respective commitments hereunder. In such non-defaulting event the Representatives, for the accounts of the several nondefaulting Underwriters, may take up and pay for all or any part of such additional Offered Shares to be purchased by each such Underwriter under this Section 10(a), and may postpone the Closing Date to a time not exceeding three full business days after the Closing Date determined as provided in Section 2 hereof. (b) If one or more Underwriters should default in the respective proportions which its or their obligation to purchase and pay for any Offered Shares hereunder and if 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 so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 2010% of the aggregate principal amount total number of Securities set forth in Schedule II hereto either youOffered Shares, as or if one or more Underwriters for any reason permitted hereunder should cancel its or their obligation to purchase and pay for Offered Shares hereunder, the Representatives or non- cancelling and non-defaulting Underwriters (hereinafter called the Bank shall "remaining Underwriters") 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 to purchase from the Bank, such Offered Shares in such amounts proportion as may be agreed upon among them at the Closing Date determined as provided in Section 2 hereof. If the remaining Underwriters do not purchase and upon pay for such Offered Shares at such Closing Date, the terms herein set forthClosing Date will be postponed for 24 hours and the remaining Underwriters will have the right to purchase such Offered Shares, all or to substitute another person or persons to purchase the Securities which same, or both, at such postponed Closing Date. If purchasers have not been found for such Offered Shares by such postponed Closing Date, the Closing Date will be postponed for a further 24 hours, and the Company will have the right to substitute another person or persons, reasonably satisfactory to the Representatives to purchase such Offered Shares at such second postponed Closing Date. If it shall be arranged for the remaining Underwriters or substituted underwriters to take up the Firm Shares of the defaulting Underwriter or Underwriters so agreed to purchase; providedas provided in this Section, however, that in making such arrangements to purchase all such Securities, either you or (A) 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 Company shall have made such arrangements the right to postpone the time of delivery for the purchase a period of the Securities agreed to be purchased by the defaulting Underwriter or Underwritersnot more than three (3) full Business Days, 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 to effect whatever changes may thereby be made necessary in the Registration Statement and in or the Final Prospectus or in any other documents or arrangements arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be effectedmade necessary. Any action taken If the Company has not found such purchasers for such Offered Shares by such second postponed Closing Date, then this Agreement will automatically terminate, and neither the Company nor the remaining Underwriters will be under any obligation under this Agreement (except that the Company and the Underwriters will remain liable to the extent provided in Sections 7 and 8 hereof and the Company will also remain liable to the extent provided in Section 5(j) hereof). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 14 shall not 10(b). Nothing in Section 11 hereof will relieve any a defaulting Underwriter from the liability for its default and nothing in respect this Section 10(b) will obligate any Underwriter to purchase or find purchasers for any Offered Shares in excess of any default of those agreed to be purchased by such Underwriter under this Agreementthe terms of Section 2 hereof.

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 Firm Securities which it or they have agreed to purchase hereunder hereunder, and if the aggregate principal amount of such Firm 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 heretoFirm 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 Firm Securities which all such defaulting Underwriter or Underwriters had agreed but failed or refused to purchase. Such , in the proportions which the principal amount of such Firm 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 they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate principal amount of such Firm 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 Representatives may specify; provided that in no event shall the maximum principal amount of Firm 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 Firm 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 Firm Securities and the aggregate principal amount of Firm 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 the Firm Securities set forth in Schedule II hereto either you, as and arrangements satisfactory to 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 Company for the purchase of the such Firm 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 Representatives 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. (a) If any one or more of the Underwriters shall fail should default in its or refuse on the Closing Date their obligation to purchase and pay for the respective Securities which it or they have agreed to purchase any Offered Shares hereunder and if the aggregate principal amount number of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 2010% of the aggregate principal amount total number of Securities set forth in Schedule II heretothe Offered Shares, the non-defaulting Underwriters shall become will be obligated severally to purchase and pay for (in addition to the principal amounts number of the Securities to be delivered to them on the Closing DateOffered Shares set forth opposite their names in Schedule A attached hereto) the aggregate respective principal amounts full number of such Securities which all such defaulting Underwriters had Offered Shares agreed to purchase. Such principal amount of such Securities shall be purchased by all defaulting Underwriters, and not so purchased, in proportion to their respective commitments hereunder. In such non-defaulting event the Representative, for the accounts of the several nondefaulting Underwriters, may take up and pay for all or any part of such additional Offered Shares to be purchased by each such Underwriter under this Section 10(a), and may postpone the Closing Date to a time not exceeding three full business days after the Closing Date determined as provided in Section 2 hereof. (b) If one or more Underwriters should default in the respective proportions which its or their obligation to purchase and pay for any Offered Shares hereunder and if 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 so set forth opposite the names of all such non-defaulting Underwriters. If the principal amount of such Securities Offered Shares which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 2010% of the aggregate principal amount total number of Securities set forth in Schedule II hereto either youOffered Shares, as or if one or more Underwriters for any reason permitted hereunder should cancel its or their obligation to purchase and pay for Offered Shares hereunder, the Representatives or non- cancelling and non-defaulting Underwriters (hereinafter called the Bank shall "remaining Underwriters") 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 to purchase from the Bank, such Offered Shares in such amounts proportion as may be agreed upon among them at the Closing Date determined as provided in Section 2 hereof. If the remaining Underwriters do not purchase and upon pay for such Offered Shares at such Closing Date, the terms herein set forthClosing Date will be postponed for 24 hours and the remaining Underwriters will have the right to purchase such Offered Shares, all or to substitute another person or persons to purchase the Securities which same, or both, at such postponed Closing Date. If purchasers have not been found for such Offered Shares by such postponed Closing Date, the Closing Date will be postponed for a further 24 hours, and the Company will have the right to substitute another person or persons, reasonably satisfactory to the Representative to purchase such Offered Shares at such second postponed Closing Date. If it shall be arranged for the remaining Underwriters or substituted underwriters to take up the Firm Shares of the defaulting Underwriter or Underwriters so agreed to purchase; providedas provided in this Section, however, that in making such arrangements to purchase all such Securities, either you or (A) 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 Company shall have made such arrangements the right to postpone the time of delivery for the purchase a period of the Securities agreed to be purchased by the defaulting Underwriter or Underwritersnot more than three (3) full Business Days, 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 to effect whatever changes may thereby be made necessary in the Registration Statement and in or the Final Prospectus or in any other documents or arrangements arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be effectedmade necessary. Any action taken If the Company has not found such purchasers for such Offered Shares by such second postponed Closing Date, then this Agreement will automatically terminate, and neither the Company nor the remaining Underwriters will be under any obligation under this Agreement (except that the Company and the Underwriters will remain liable to the extent provided in Sections 7 and 8 hereof and the Company will also remain liable to the extent provided in Section 5(j) hereof). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 14 shall not 10(b). Nothing in Section 11 hereof will relieve any a defaulting Underwriter from the liability for its default and nothing in respect this Section 10(b) will obligate any Underwriter to purchase or find purchasers for any Offered Shares in excess of any default of those agreed to be purchased by such Underwriter under this Agreementthe terms of Section 2 hereof.

Substitution of Underwriters. If any one or more Underwriter defaults in its obligation to purchase the 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 under this Agreement (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“Defaulted Securities”), 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 hereto bears to the aggregate principal total amount of such the Securities so less the amount of the Defaulted Securities) the amount of the Defaulted Securities; except that the non-defaulting Underwriters will not be obligated to purchase any of the Securities if the total amount of the Defaulted Securities exceeds 9.09% of the total amount of the Securities, and any non-defaulting Underwriters will not be obligated to purchase more than 110% of the amount of the Securities set forth opposite its name in Schedule II hereto. If the names of all such foregoing maximums are exceeded, the non-defaulting Underwriters. If , and any other underwriter satisfactory to the principal amount of such Securities which all Underwriters Representatives who so defaulting shall agrees, will have agreed the right, but failed will not be obligated, 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 proportions as may be agreed upon and upon among them) all of 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 Defaulted Securities, either you or the Bank, as the case may be, may request . 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 Defaulted 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 within 36 hours after 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, except for Section 4(g) and the indemnity and contribution agreements of the BankCompany and the Underwriters contained in Section 7 hereof. 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 Defaulted Securities 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 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 the Company 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 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.