Common use of DEFAULT BY UNDERWRITERS Clause in Contracts

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 912, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants principal amount of the Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the Company shall be entitled to a further period of 36 hours within which to procure another party or parties satisfactory to you to purchase such principal amount of the Securities on such terms. If, after giving effect to any arrangements for the purchase of Securities by a defaulting Underwriter by you and the Company provided above, the aggregate number principal amount of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Securities to be purchased on the Closing Date, Date the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amount of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase. If, or (b) if after giving effect to any arrangements for the purchase of the Securities by a defaulting Underwriter by you and the Company provided above, the aggregate number principal amount of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Securities to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Representative or the Company shall have the right to postpone the Closing Date may be postponed for such period, a period not exceeding seven days, as you, as Representative, may determine days in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representatives shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 5(a)(vii) (provided that the Representative is not a defaulting Underwriter) and 8 hereofSection 7 hereof (solely with respect to the Company and the non-defaulting Underwriters). In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, days as you, as Representative, the Representative may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Closing Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Closing Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Closing Securities which they are obligated to purchase hereunder, to purchase the Warrants Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Closing Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 913, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 912, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants the Notes, with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 6 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company, the Operating Partnership or the a Selling Security HolderStockholder), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date, the Company and the Selling Security Holder Stockholders or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters Underwriters, the Company, the Operating Partnership or of the Company or of the Selling Security Holder Stockholders except to the extent provided in Sections 5 and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date may be postponed for such period, not exceeding seven five business days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Closing Shares, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if a Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Closing Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Closing Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Closing Shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Closing Shares, which they are obligated to purchase hereunder, to purchase the Warrants Closing Shares, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Closing Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if a Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Security HolderShareholder), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Security Holder, in Shareholders such amounts as may be agreed upon upon, and upon the terms set forth herein, of the Warrants Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If the aggregate number of Shares that the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased in accordance with the preceding sentence, the Company shall have the right, within 36 hours next succeeding the 36-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such remaining Shares on the terms herein set forth. If during such 36 hours two 36-hour periods you, as such RepresentativeRepresentatives, and the Company shall not have procured such other Underwriters, or any others, to purchase the Warrants Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on Firm Shares or Option Shares, as the Closing Datecase may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Firm Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Warrants Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on Firm Shares or Option Shares, as the Closing Datecase may be, covered hereby, the Company and the Selling Security Holder Shareholders or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of and the Selling Security Holder Shareholders except for expenses to be borne by the extent Company, the Selling Shareholders and the Underwriters as provided in Sections 5 Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 99 (and assuming that this Agreement is not terminated pursuant to the immediately preceding sentences), the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Security HolderStockholder), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Security Holder, in Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Security Holder Stockholder or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Stockholder except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementthis

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the applicable Option Closing Date(s), if any, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderIssuer), you, as Representativethe Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on Firm Securities or Option Securities, as the Closing Datecase may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Warrants Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on Firm Securities or Option Securities, as the Closing Datecase may be, covered hereby, the Selling Security Holder Issuer or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Issuer except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Section, the Closing Date or applicable Option Closing Date(s), if any, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the applicable Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the applicable Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the applicable Closing Date, the Selling Security Holder Company or you you, as the Representative of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the applicable Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company, INVH or the Selling Security Holder), Co-Guarantors) you, as Representativethe Representatives, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants principal amount of Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representativethe Representatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of Securities to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers aggregate principal amount of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants aggregate principal amount of Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of Securities to be purchased on the Closing Date, the Selling Security Holder Company, INVH, the Co-Guarantors or you as the Representative Representatives will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters Underwriters, the Company, INVH or of the Company or of the Selling Security Holder Co-Guarantors except to the extent provided in Sections Section 5 and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven five business days, as you, as Representativethe Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representativethe Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Securities of Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the Selling Security Holder Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Section, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Closing Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Closing Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Closing Units, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Closing Units, with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateUnits, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Closing Units, which they are obligated to purchase hereunder, to purchase the Warrants Closing Units, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Closing Units, with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateUnits, covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number aggregated principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representativethe Representative of the Underwriters, shall use your its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such the Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as the Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement"

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, of the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants the Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter one or more Underwriters shall fail to purchase and pay for the portion any of the Warrants that Underwriter has Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for on such date (otherwise than by reason in the respective proportions which the number of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms Initial Securities set forth herein, opposite their names in Schedule A hereto bears to the Warrants aggregate principal amount of Initial Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase. If during such 36 hours you; provided, as such Representativehowever, shall not have procured such other Underwriters, or any others, to purchase that in the Warrants agreed to be purchased by event that the aggregate number of Securities which the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect Underwriters agreed but failed to which such default purchase shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect Initial Securities set forth in Schedule A hereto, the remaining Underwriters shall have the right to which such default purchase all, but shall occur exceeds 10% not be under any obligation to purchase any, of the Warrants to be purchased on the Closing DateSecurities, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the and if such non-defaulting Underwriters or do not purchase all of the Company Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereofCompany. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date may shall be postponed for such period, not exceeding seven daysfive Business Days, as you, as Representative, may the Representatives shall determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under Nothing contained in this Section 9 Agreement shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default of such Underwriter under this Agreementhereunder.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Preliminary Prospectus or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 99 hereof, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 hereof shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderIssuer), you, as Representativethe Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares and warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares and warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the Selling Security Holder Issuer or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Issuer except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Section, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the Company or the Selling Security HolderStockholder), you, as Representativethe Representatives of the Underwriters, shall use your commercially reasonable efforts to procure within 36 twenty-four hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Security Holder, in Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares which the Underwriters are obligated to be purchased on the Closing Datepurchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters, will have the right, by written notice given within the next 36twenty-four hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of Underwriters, the Company or of the Selling Security Holder Stockholder except to the extent provided in Sections 5 and Section 7 or Section 8 hereofhereof (provided that if such default occurs with respect to Option Shares after the Closing Date, this Agreement will not terminate as to the Underwritten Shares or any Option Shares purchased prior to such termination). In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date time of closing may be postponed for such period, not exceeding to exceed seven days, as you, as Representativethe Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” "Underwriters" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If on the Closing Date any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Warrants that Underwriter Shares which it has agreed to purchase and pay hereunder at a Time of Delivery, the Representative may in its discretion arrange for it or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, 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 Representative to purchase such Shares on such date terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that it has so arranged for the purchase of such Shares, or the Company notifies the Representative that it has so arranged for the purchase of such Shares, the Representative or the Company shall have the right to postpone such Time of Delivery 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 Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (otherwise than by reason of b) If, after giving effect to any default on arrangements for the part purchase of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more Shares of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the a defaulting Underwriter or Underwriters failed by the Representative and the Company as provided in Section 9(a), the aggregate number of such Shares which remains unpurchased does not exceed one tenth of the aggregate number of all the Shares to purchase. If during be purchased at such 36 hours youTime of Delivery, as such Representative, then the Company shall not have procured such other Underwriters, or any others, the right to require each non-defaulting Underwriter to purchase the Warrants number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in Section 9(a) hereof, the aggregate number of such Shares which remains unpurchased exceeds one tenth of the aggregate number of all the Shares to be purchased by at such Time of Delivery, or if the Company shall not exercise the right described in Section 9(b) hereof to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company or of Company, except for obligations under Section 4 and the Selling Security Holder except to the extent provided indemnity and contribution agreements in Sections 5 6 and 8 7 hereof. In the event of ; but nothing herein shall relieve a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability for its default. (d) If this Agreement is terminated pursuant to Section 9(c) hereof, none of the Primary Parties shall then be under any liability to any Underwriter except as provided in respect Sections 4, 6 and 7 hereof; but, if this Agreement is terminated pursuant to Section 5 or for any other reason, and Shares are not delivered by or on behalf of the Company as provided herein, the Company, the Mid-Tier, the Bank and the MHC, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, incurred by the Underwriters in connection with the transactions contemplated hereby, including, without limitation, marketing, syndication and travel expenses incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any default of such Underwriter under this Agreementexcept as provided in Sections 6 and 7 hereof.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 6 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representatives, as Representativeon behalf of the several Underwriters, shall use your its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representatives shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Securities to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares with respect to which such default shall occur exceeds 10% of the Warrants Securities to be purchased on the Closing Date or the Option Closing Date, the Selling Security Holder or you as the Representative case may be, the Company or the Representatives will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Underwriters who are obligated to purchase more than 10% of the Securities, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, the Representatives may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Public Shares, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Public Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Public Shares, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Public Shares, with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DatePublic Shares, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Public Shares, which they are obligated to purchase hereunder, to purchase the Warrants Public Shares, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Public Shares, with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DatePublic Shares, covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderIssuers), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Issuers such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number aggregated principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Issuers or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Issuers, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 6 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the applicable Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants Securities to be purchased on the applicable Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares and Warrants which they are obligated to purchase hereunder, to purchase the Shares and Warrants which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants Securities to be purchased on the applicable Closing Date, the Selling Security Holder Company or you you, as the Representative of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the applicable Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If If, on the Closing Date Date, or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 6 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Public Securities, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Public Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Public Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Public Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DatePublic Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Public Securities, which they are obligated to purchase hereunder, to purchase the Warrants Public Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Public Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DatePublic Securities covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then the Company shall be entitled to a further period of 36 hours within which to procure another party or parties satisfactory to you to purchase from the Company such principal amount of the Notes on such terms. If, after giving effect to any arrangements for the purchase of Notes by a defaulting Underwriter by you or the Company, as provided above in this Section 9, (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 6 and 8 hereof8. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, or the Company may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representative, the Representative shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 912, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, the Representative may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 913, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the Company or any of the Selling Security HolderStockholders), you, as Representativethe Representative of the Underwriters, shall use your reasonable best efforts to procure within 36 twenty-four hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Security Holder, in Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default result shall occur does not exceed 10% of the Warrants Shares which the Underwriters are obligated to be purchased on the Closing Datepurchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Warrants shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on Company's and the Closing DateSelling Stockholders' common stock covered hereby, the Company and the Selling Security Holder Stockholders or you you, as the Representative of the Underwriters will have the right, by written notice given within the next 36twenty-four hour period to the parties to this Underwriting Agreement, to terminate this Underwriting Agreement without liability on the part of the non-non- defaulting Underwriters or of the Company or of and the Selling Security Holder Stockholders except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date time of closing may be postponed for such period, not exceeding to exceed seven days, as you, as the Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” "Underwriters" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderIssuer), you, as Representativethe Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Firm Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Firm Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateFirm Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Firm Securities which they are obligated to purchase hereunder, to purchase the Warrants Firm Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Firm Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateFirm Securities covered hereby, the Selling Security Holder Issuer or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Issuer except to the extent provided in Sections 5 and 8 Section 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Section, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person person(s) substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representatives shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Securities to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants Securities to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 5(a)(vii) and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, days as you, as Representative, the Representative may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number aggregated principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as applicable, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as applicable, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as applicable, the Selling Security Holder Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or the Option Closing Date, as applicable, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Final Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representativethe Representative of the Underwriters, shall use your its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such the Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as the Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If on the Closing Date any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Warrants that Underwriter Shares which it has agreed to purchase and pay hereunder at a Time of Delivery, the Representative may in its discretion arrange for it or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, 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 Representative to purchase such Shares on such date terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that it has so arranged for the purchase of such Shares, or the Company notifies the Representative that it has so arranged for the purchase of such Shares, the Representative or the Company shall have the right to postpone such Time of Delivery 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 Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (otherwise than by reason of b) If, after giving effect to any default on arrangements for the part purchase of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more Shares of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the a defaulting Underwriter or Underwriters failed by the Representative and the Company as provided in Section 7(a), the aggregate number of such Shares which remains unpurchased does not exceed one tenth of the aggregate number of all the Shares to purchase. If during be purchased at such 36 hours youTime of Delivery, as such Representative, then the Company shall not have procured such other Underwriters, or any others, the right to require each non-defaulting Underwriter to purchase the Warrants number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in Section 9(a) hereof, the aggregate number of such Shares which remains unpurchased exceeds one tenth of the aggregate number of all the Shares to be purchased by at such Time of Delivery, or if the Company shall not exercise the right described in Section 9(b) hereof to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company or of Company, except for the Selling Security Holder except to the extent provided indemnity and contribution agreements in Sections 5 6 and 8 7 hereof. In the event of ; but nothing herein shall relieve a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability for its default. (d) If this Agreement is terminated pursuant to Section 9(c) hereof, none of the Company, the Mid-Tier Company, the MHC or the Bank shall then be under any liability to any Underwriter except as provided in respect Sections 6 and 7 hereof; but, if this Agreement is terminated pursuant to Section 5 or for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, incurred by the Underwriters in connection with the transactions contemplated hereby, including, without limitation, marketing, syndication and travel expenses incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any default of such Underwriter under this Agreementexcept as provided in Sections 4 and 7 hereof.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representativethe Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, herein the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amount of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Section, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 6 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder)Company, you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date Date, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Company or the Representatives may postpone the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderPartnership), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Partnership such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants units of Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Partnership or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Partnership except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Preferred Securities which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the Company or the Selling Security HolderOfferors), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable best efforts to procure within 36 twenty-four hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Offerors such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Preferred Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Preferred Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Preferred Securities with respect to which such default result shall occur does not exceed 10% of the Warrants Preferred Securities which the Underwriters are obligated to be purchased on the Closing Datepurchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Warrants shares which they are obligated to purchase hereunder, to purchase the Warrants Preferred Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Preferred Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DatePreferred Securities covered hereby, the Selling Security Holder Offerors or you you, as Representatives of the Representative Underwriters will have the right, by written notice given within the next 36twenty-four hour period to the parties to this Underwriting Agreement, to terminate this Underwriting Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Offerors except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date time of closing may be postponed for such period, not exceeding to exceed seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” "Underwriters" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderIssuer), you, as Representativethe Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateShares, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the Selling Security Holder Issuer or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Issuer except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the Company or the either Selling Security HolderStockholder), you, as Representativethe Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 twenty-four hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Security Holder, in Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then then (a) if the aggregate number of Warrants with respect Shares that the defaulting Underwriter agreed to which such default shall occur but failed to purchase does not exceed 10% of the Warrants Shares which the Underwriters are obligated to be purchased on the Closing Datepurchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Warrants shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect Shares that the defaulting Underwriter agreed to which such default shall occur but failed to purchase exceeds 10% of the Warrants to be purchased on the Closing DateCompany's Common Stock covered hereby, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36twenty-four hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of Underwriters, the Company or of the Selling Security Holder Stockholders except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date time of closing may be postponed for such period, not exceeding to exceed seven days, as you, as Representativethe Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” "Underwriters" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this AgreementAgreement This Agreement may be terminated by the Representative by notice to the Company and the Selling Security Holder (a) at any time prior to the Closing Date if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the business, management, operations or financial condition of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, be so material and adverse as to make it impractical or inadvisable to market the Warrants or enforce contracts for the sale of the Warrants, (iii) suspension of trading in securities generally on the Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on the Exchange, (iv) the declaration of a banking moratorium by United States or New York State authorities, (v) any downgrading in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act (as in effect on July 20, 2010)), or (vi) the suspension of trading of the Common Stock by the Exchange, the Commission, or any other governmental authority; or

DEFAULT BY UNDERWRITERS. If If, on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), Company) you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-36- hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or the Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Final Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If on the Closing Date any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Warrants that Underwriter Shares which it has agreed to purchase and pay hereunder at a Time of Delivery, the Representative may in its discretion arrange for it or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, 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 Representative to purchase such Shares on such date terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that it has so arranged for the purchase of such Shares, or the Company notifies the Representative that it has so arranged for the purchase of such Shares, the Representative or the Company shall have the right to postpone such Time of Delivery 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 Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (otherwise than by reason of b) If, after giving effect to any default on arrangements for the part purchase of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more Shares of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the a defaulting Underwriter or Underwriters failed by the Representative and the Company as provided in Section 7(a), the aggregate number of such Shares which remains unpurchased does not exceed one-tenth of the aggregate number of all the Shares to purchase. If during be purchased at such 36 hours youTime of Delivery, as such Representative, then the Company shall not have procured such other Underwriters, or any others, the right to require each non-defaulting Underwriter to purchase the Warrants number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in Section 9(a) hereof, the aggregate number of such Shares which remains unpurchased exceeds one-tenth of the aggregate number of all the Shares to be purchased by at such Time of Delivery, or if the Company shall not exercise the right described in Section 9(b) hereof to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company or of Company, except for the Selling Security Holder except to the extent provided indemnity and contribution agreements in Sections 5 6 and 8 7 hereof. In the event of ; but nothing herein shall relieve a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability for its default. (d) If this Agreement is terminated pursuant to Section 9(c) hereof, none of the Primary Parties shall then be under any liability to any Underwriter except as provided in respect Sections 6 and 7 hereof; but, if this Agreement is terminated pursuant to Section 5 or for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representative for all out-of-pocket expenses, including fees and disbursements of counsel, incurred by the Underwriters in connection with the transactions contemplated hereby, including, without limitation, marketing, syndication and travel expenses incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any default of such Underwriter under this Agreementexcept as provided in Sections 4 and 7 hereof.

DEFAULT BY UNDERWRITERS. (a) If on the Closing Date any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Warrants that Underwriter Shares which it has agreed to purchase and pay hereunder at a Time of Delivery, the Representative may in its discretion arrange for it or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, 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 Representative to purchase such Shares on such date terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that it has so arranged for the purchase of such Shares, or the Company notifies the Representative that it has so arranged for the purchase of such Shares, the Representative or the Company shall have the right to postpone such Time of Delivery 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 Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (otherwise than by reason of b) If, after giving effect to any default on arrangements for the part purchase of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more Shares of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the a defaulting Underwriter or Underwriters failed by the Representative and the Company as provided in Section 7(a), the aggregate number of such Shares which remains unpurchased does not exceed one tenth of the aggregate number of all the Shares to purchase. If during be purchased at such 36 hours youTime of Delivery, as such Representative, then the Company shall not have procured such other Underwriters, or any others, the right to require each non-defaulting Underwriter to purchase the Warrants number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in Section 9(a) hereof, the aggregate number of such Shares which remains unpurchased exceeds one tenth of the aggregate number of all the Shares to be purchased by at such Time of Delivery, or if the Company shall not exercise the right described in Section 9(b) hereof to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company or of Company, except for the Selling Security Holder except to the extent provided indemnity and contribution agreements in Sections 5 6 and 8 7 hereof. In the event of ; but nothing herein shall relieve a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability for its default. (▇) If this Agreement is terminated pursuant to Section 9(c) hereof, none of the Company, or the Bank shall then be under any liability to any Underwriter except as provided in respect Sections 6 and 7 hereof; but, if this Agreement is terminated pursuant to Section 5 or for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, incurred by the Underwriters in connection with the transactions contemplated hereby, including, without limitation, marketing, syndication and travel expenses incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any default of such Underwriter under this Agreementexcept as provided in Sections 4 and 7 hereof.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on Firm Securities or Option Securities, as the Closing Datecase may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Warrants Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants Securities or Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on Firm Securities or Option Securities, as the Closing Datecase may be, covered hereby, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Final Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number aggregated principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 6 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If on the Closing Date any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Warrants that Underwriter Shares which it has agreed to purchase and pay hereunder at a Time of Delivery, the Representative may in its discretion arrange for it or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, 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 Representative to purchase such Shares on such date terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that it has so arranged for the purchase of such Shares, or the Company notifies the Representative that it has so arranged for the purchase of such Shares, the Representative or the Company shall have the right to postpone such Time of Delivery 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 Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (otherwise than by reason of b) If, after giving effect to any default on arrangements for the part purchase of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more Shares of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the a defaulting Underwriter or Underwriters failed by the Representative and the Company as provided in Section 9(a), the aggregate number of such Shares which remains unpurchased does not exceed one tenth of the aggregate number of all the Shares to purchase. If during be purchased at such 36 hours youTime of Delivery, as such Representative, then the Company shall not have procured such other Underwriters, or any others, the right to require each non-defaulting Underwriter to purchase the Warrants number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in Section 9(a) hereof, the aggregate number of such Shares which remains unpurchased exceeds one tenth of the aggregate number of all the Shares to be purchased by at such Time of Delivery, or if the Company shall not exercise the right described in Section 9(b) hereof to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company or of Company, except for obligations under Section 4 and the Selling Security Holder except to the extent provided indemnity and contribution agreements in Sections 5 6 and 8 7 hereof. In the event of ; but nothing herein shall relieve a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability for its default. (d) If this Agreement is terminated pursuant to Section 9(c) hereof, none of the Company, the Bank or the MHC shall then be under any liability to any Underwriter except as provided in respect Sections 4, 6 and 7 hereof; but, if this Agreement is terminated pursuant to Section 5 or for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein, the Company, the Bank and the MHC, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, incurred by the Underwriters in connection with the transactions contemplated hereby, including, without limitation, marketing, syndication and travel expenses incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any default of such Underwriter under this Agreementexcept as provided in Sections 6 and 7 hereof.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement This Agreement may be terminated by the Representative by notice to the Company and the Selling Security Holder (a) at any time prior to the Closing Date if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the business, management, operations or financial condition of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, be so material and adverse as to make it impractical or inadvisable to market the Warrants or enforce contracts for the sale of the Warrants, (iii) suspension of trading in securities generally on the Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on the Exchange, (iv) the declaration of a banking moratorium by United States or New York State authorities, (v) any downgrading in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Exchange Act), or (vi) the suspension of trading of the Common Stock by the Exchange, the Commission, or any other governmental authority; or (b) as provided in Section 6 of this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative[s] of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentative[s], shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number aggregated principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representative[s] of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentative[s], may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If on the Closing Date any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Warrants that Underwriter Shares which it has agreed to purchase and pay hereunder at a Time of Delivery, the Representative may in its discretion arrange for it or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, 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 Representative to purchase such Shares on such date terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that it has so arranged for the purchase of such Shares, or the Company notifies the Representative that it has so arranged for the purchase of such Shares, the Representative or the Company shall have the right to postpone such Time of Delivery 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 Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (otherwise than by reason of b) If, after giving effect to any default on arrangements for the part purchase of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more Shares of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the a defaulting Underwriter or Underwriters failed by the Representative and the Company as provided in Section 9(a), the aggregate number of such Shares which remains unpurchased does not exceed one tenth of the aggregate number of all the Shares to purchase. If during be purchased at such 36 hours youTime of Delivery, as such Representative, then the Company shall not have procured such other Underwriters, or any others, the right to require each non-defaulting Underwriter to purchase the Warrants number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in Section 9(a) hereof, the aggregate number of such Shares which remains unpurchased exceeds one-tenth of the aggregate number of all the Shares to be purchased by at such Time of Delivery, or if the Company shall not exercise the right described in Section 9(b) hereof to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company or of Company, except for obligations under Section 4 and the Selling Security Holder except to the extent provided indemnity and contribution agreements in Sections 5 6 and 8 7 hereof. In the event of ; but nothing herein shall relieve a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability for its default. (d) If this Agreement is terminated pursuant to Section 9(c) hereof, none of the Provident Parties shall then be under any liability to any Underwriter except as provided in respect Sections 4, 6 and 7 hereof; but, if this Agreement is terminated pursuant to Section 5 or for any other reason, and Shares are not delivered by or on behalf of the Company as provided herein, the Company, the Mid-Tier Company, the Bank and the MHC, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, incurred by the Underwriters in connection with the transactions contemplated hereby, including, without limitation, marketing, syndication and travel expenses incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any default of such Underwriter under this Agreementexcept as provided in Sections 6 and 7 hereof.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Package, the Prospectus or in the Canadian Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), Company) you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), Company) you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement"

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or the Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderShareholder), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Security Holder, in Shareholder such amounts as may be agreed upon upon, and upon the terms set forth herein, of the Warrants Firm Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If the aggregate number of Shares that the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased in accordance with the preceding sentence, the Company shall have the right, within 36 hours next succeeding the 36-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such remaining Shares on the terms herein set forth. If during such 36 hours two 36-hour periods you, as such RepresentativeRepresentatives, and the Company shall not have procured such other Underwriters, or any others, to purchase the Warrants Firm Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on Firm Shares or Option Shares, as the Closing Datecase may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Firm Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Warrants Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Firm Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on Firm Shares or Option Shares, as the Closing Datecase may be, covered hereby, the Company and the Selling Security Holder Shareholder or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement27 28

DEFAULT BY UNDERWRITERS. If (a) If, on the Closing Date Date, any Underwriter shall fail defaults on its obligation to purchase and pay for the portion any of the Warrants Securities that Underwriter it has agreed to purchase and pay hereunder, then the Representatives shall have the right, within 36 hours thereafter, to arrange for the purchase of all, but not less than all, 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 Representatives have not made such arrangements, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the Representatives to purchase such Securities on such date (otherwise than by reason 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 Closing Date for up to five full business days in order to effect any default on changes that in the part opinion of counsel for the Company or counsel for the Selling Security Holder)Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, youand the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, as Representativethe term “Underwriter” includes, shall use your reasonable efforts for all purposes of this Agreement unless the context otherwise requires, any person not listed in this Agreement that, pursuant to procure within 36 hours thereafter one or more this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements by the Representatives and the Company for the purchase of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the Securities of a defaulting Underwriter or Underwriters failed as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, require each non-defaulting Underwriter to purchase the Warrants principal amount of Securities that such Underwriter agreed to be purchased by the defaulting Underwriter or Underwriters, then purchase hereunder plus such Underwriter’s pro rata share (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased based on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amount of Warrants they are obligated Securities that such Underwriter agreed to purchase hereunder, to purchase ) of the Warrants Securities of such defaulting Underwriter or Underwriters failed for which such arrangements have not been made. (c) If, after giving effect to purchaseany 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 principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Dateabove, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or 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 or will continue to be liable for the payment of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, expenses as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order 11 hereof and except that the required changes provisions of Section 7 hereof shall not terminate and shall remain in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for effect. (d) Nothing contained herein shall relieve a defaulting Underwriter. Any action taken under this Section 9 shall not relieve Underwriter of any liability that defaulting Underwriter from liability in respect of may have to the Company or any default of such non-defaulting Underwriter under this Agreementfor damages caused by the defaulting Underwriter’s default.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion aggregate principal amount of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representativethe Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representativethe Representatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on aggregate principal amount of the Closing DateSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers aggregate principal amount of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on aggregate principal amount of the Closing DateSecurities covered hereby, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 7, 8 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Section, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representativethe Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If on the Closing Date any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Warrants that Underwriter Shares which it has agreed to purchase and pay hereunder at a Time of Delivery, the Representative may in its discretion arrange for it or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, 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 Representative to purchase such Shares on such date terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that it has so arranged for the purchase of such Shares, or the Company notifies the Representative that it has so arranged for the purchase of such Shares, the Representative or the Company shall have the right to postpone such Time of Delivery 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 Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (otherwise than by reason of b) If, after giving effect to any default on arrangements for the part purchase of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more Shares of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the a defaulting Underwriter or Underwriters failed by the Representative and the Company as provided in Section 9(a), the aggregate number of such Shares which remains unpurchased does not exceed one tenth of the aggregate number of all the Shares to purchase. If during be purchased at such 36 hours youTime of Delivery, as such Representative, then the Company shall not have procured such other Underwriters, or any others, the right to require each non-defaulting Underwriter to purchase the Warrants number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in Section 9(a) hereof, the aggregate number of such Shares which remains unpurchased exceeds one tenth of the aggregate number of all the Shares to be purchased by at such Time of Delivery, or if the Company shall not exercise the right described in Section 9(b) hereof to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or the Company, except for obligations under Section 4 and the indemnity and contribution agreements in Sections 6 and 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (d) If this Agreement is terminated pursuant to Section 9(c) hereof, none of the Company or of the Selling Security Holder Bank shall then be under any liability to any Underwriter except to the extent as provided in Sections 4, 6 and 7 hereof; but, if this Agreement is terminated pursuant to Section 5 or for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein, the Company and 8 hereof. In the event Bank, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of a default counsel, incurred by the Underwriters in connection with the transactions contemplated hereby, including, without limitation, marketing, syndication and travel expenses incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any Underwriter or Underwriters, except as set forth provided in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this AgreementSections 6 and 7 hereof.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeon behalf of the several Underwriters, shall use your its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Securities to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares with respect to which such default shall occur exceeds 10% of the Warrants Securities to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Underwriters who are obligated to purchase more than 10% of the Securities, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, the Representative may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. (a) If on the Closing Date any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Warrants that Underwriter Shares which it has agreed to purchase and pay hereunder at a Time of Delivery, the Representative may in its discretion arrange for it or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, 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 Representative to purchase such Shares on such date terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that it has so arranged for the purchase of such Shares, or the Company notifies the Representative that it has so arranged for the purchase of such Shares, the Representative or the Company shall have the right to postpone such Time of Delivery 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 Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (otherwise than by reason of b) If, after giving effect to any default on arrangements for the part purchase of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more Shares of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the a defaulting Underwriter or Underwriters failed by the Representative and the Company as provided in Section 9(a), the aggregate number of such Shares which remains unpurchased does not exceed one tenth of the aggregate number of all the Shares to purchase. If during be purchased at such 36 hours youTime of Delivery, as such Representative, then the Company shall not have procured such other Underwriters, or any others, the right to require each non-defaulting Underwriter to purchase the Warrants number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in Section 9(a) hereof, the aggregate number of such Shares which remains unpurchased exceeds one-tenth of the aggregate number of all the Shares to be purchased by at such Time of Delivery, or if the Company shall not exercise the right described in Section 9(b) hereof to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company or of Company, except for obligations under Section 4 and the Selling Security Holder except to the extent provided indemnity and contribution agreements in Sections 5 6 and 8 7 hereof. In the event of ; but nothing herein shall relieve a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability for its default. (d) If this Agreement is terminated pursuant to Section 9(c) hereof, none of the W▇▇▇▇▇▇ Penn Parties shall then be under any liability to any Underwriter except as provided in respect Sections 4, 6 and 7 hereof; but, if this Agreement is terminated pursuant to Section 5 or for any other reason, and Shares are not delivered by or on behalf of the Company as provided herein, the Company, the Mid-Tier Company, the Bank and the MHC, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, incurred by the Underwriters in connection with the transactions contemplated hereby, including, without limitation, marketing, syndication and travel expenses incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any default of such Underwriter under this Agreementexcept as provided in Sections 6 and 7 hereof.

DEFAULT BY UNDERWRITERS. (a) If on the Closing Date any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Warrants that Underwriter Shares which it has agreed to purchase and pay hereunder at a Time of Delivery, the Representative may in its discretion arrange for it or another party or other parties to purchase such Shares on the terms contained herein. If within thirty six hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, 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 Representative to purchase such Shares on such date terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that it has so arranged for the purchase of such Shares, or the Company notifies the Representative that it has so arranged for the purchase of such Shares, the Representative or the Company shall have the right to postpone such Time of Delivery 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 Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (otherwise than by reason of b) If, after giving effect to any default on arrangements for the part purchase of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more Shares of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the a defaulting Underwriter or Underwriters failed by the Representative and the Company as provided in Section 9(a), the aggregate number of such Shares which remains unpurchased does not exceed one tenth of the aggregate number of all the Shares to purchase. If during be purchased at such 36 hours youTime of Delivery, as such Representative, then the Company shall not have procured such other Underwriters, or any others, the right to require each non defaulting Underwriter to purchase the Warrants number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in Section 9(a) hereof, the aggregate number of such Shares which remains unpurchased exceeds one tenth of the aggregate number of all the Shares to be purchased by at such Time of Delivery, or if the Company shall not exercise the right described in Section 9(b) hereof to require non defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company or of Company, except for the Selling Security Holder except to the extent provided indemnity and contribution agreements in Sections 5 6 and 8 7 hereof. In the event of ; but nothing herein shall relieve a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability for its default. (d) If this Agreement is terminated pursuant to Section 9(c) hereof, none of the Company, the MHC or the Bank shall then be under any liability to any Underwriter except as provided in respect Sections 6 and 7 hereof; but, if this Agreement is terminated pursuant to Section 5 or for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, incurred by the Underwriters in connection with the transactions contemplated hereby, including, without limitation, marketing, syndication and travel expenses incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any default of such Underwriter under this Agreementexcept as provided in Sections 4 and 7 hereof.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderStockholder), you, as Representativethe other Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeUnderwriter, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or UnderwritersUnderwriter, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date, the Company, the Selling Security Holder Stockholder or you as the Representative an Underwriter will have the right, by written notice given within the next 36-36- hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Underwriter or of the Selling Security Holder Stockholder or the Company except to the extent provided in Sections 5 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 911, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representativean Underwriter, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder)Company, you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 4(q) and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the applicable Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants Securities to be purchased on the applicable Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants Securities to be purchased on the applicable Closing Date, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the applicable Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date Date, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If If, on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the a Closing Date Date, any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date Closing Date (otherwise than by reason of any default on the part of the Company or Company) the Selling Security Holder), you, as Representative, Representative shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, Company in such principal amounts as may be agreed upon and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants principal amount of Notes to be purchased on the such Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amount of Warrants Notes which they are obligated to purchase hereunder, to purchase the Warrants principal amount of Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur exceeds 10% of the Warrants principal amount of Notes to be purchased on the such Closing Date, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or UnderwritersUnderwriters on a Closing Date, as set forth in this Section 911, the such Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Pricing Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Pricing Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants Shares that such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares that the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares that they are obligated to purchase hereunder, to purchase the Warrants Shares that such defaulting Underwriter or Underwriters failed to purchase, purchase or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Time of Sale Information or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.