Common use of Default by One of the Underwriters Clause in Contracts

Default by One of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the principal amount of Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), then the remaining Underwriters (the "Non-Defaulting Underwriter") shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities upon the terms herein set forth. If, however, during such 24 hours the Non-Defaulting Underwriters shall not have completed such arrangements for the purchase of all of the Defaulted Securities, then this Agreement shall terminate without any liability on the part of the Company or the Non-Defaulting Underwriters. Nothing in this Section 10 and no action taken pursuant to this Section 10 shall relieve any Defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section 10, either the Non-Defaulting Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the principal amount of Underwritten Debt Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the "Defaulted Debt Securities"), then the remaining Underwriters (the "Non-Defaulting Underwriter") shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Debt Securities upon the terms herein set forth. If, however, during such 24 hours the Non-Defaulting Underwriters shall not have completed such arrangements for the purchase of all of the Defaulted Debt Securities, then this Agreement shall terminate without any liability on the part of the Company or the Non-Defaulting Underwriters. Nothing in this Section 10 and no action taken pursuant to this Section 10 shall relieve any Defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section 10, either the Non-Non- Defaulting Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One of the Underwriters. If one or more of the Underwriters shall ----------------------------------- fail at on the Closing Time or a Date of Delivery to purchase the principal amount of Securities which IQ Notes that it or they are is obligated to purchase under this Agreement (the "Defaulted Securities"), then the remaining Underwriters (the "Nonnon-Defaulting Underwriter") defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for it, or any other underwriter, to purchase all, but not less than all, of the Defaulted Securities upon the terms herein set forth. If, however, during such 24 hours the Nonnon-Defaulting Underwriters defaulting Underwriter shall not have completed such arrangements for the within such 24-hour period, then such non-defaulting Underwriter shall be obligated to purchase of all 100% of the Defaulted Securities, then this Agreement shall terminate without any liability on the part aggregate principal amount of the Company or the Non-Defaulting UnderwritersIQ Notes to be purchased hereunder. Nothing in this Section 10 and no No action taken pursuant to this Section 10 8 shall relieve any Defaulting the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementits default. In the event of a default by any Underwriter as set forth in this Section 10such default, either the Nonnon-Defaulting Underwriters defaulting Underwriter or the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order that to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements may be effectedarrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 8.

Default by One of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the principal amount of Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), then the remaining Underwriters (the "Non-Defaulting Underwriter") shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities upon the terms herein set forth. If, however, during such 24 hours the Non-Defaulting Underwriters shall not have completed such arrangements for the purchase of all of the Defaulted Securities, then this Agreement shall terminate without any liability on the part of the Company or the Non-Defaulting Underwriters. Nothing in this Section 10 and no action taken pursuant to this Section 10 shall relieve any Defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section 10, either the Non-Defaulting Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements may be effected. SECTION 11.

Default by One of the Underwriters. If one or more any of the Underwriters shall fail at on the Closing Time or a Date of Delivery to purchase the principal amount of Securities Offered Notes which it or they is obligated to purchase hereunder (the "Defaulted Notes"), the remaining Underwriters which are obligated to purchase under this Agreement (the "Defaulted Securities"), then the remaining Underwriters that class of Offered Notes (the "Non-Defaulting UnderwriterUnderwriters") shall have the right, but not the obligation, within 24 hours one (1) Business Day thereafter, to make arrangements to purchase all, but not less than all, of the remaining Defaulted Securities Notes of such class upon the terms herein set forth. If; if, however, during any of such 24 hours the Non-Defaulting Underwriters shall have not have completed such arrangements for the purchase of all of the Defaulted Securitieswithin such one (1) Business Day period, then this Agreement shall terminate without any liability on the part of the Company or the any such Non-Defaulting UnderwritersUnderwriter, the Underwriters which are not obligated to purchase the related class of Offered Notes or the Company, except the expenses to be borne by the Company as provided in Sections 4(i) and 8 hereof and the indemnity and contribution agreements in Section 6 hereof . Nothing in this Section 10 and no No action taken pursuant to this Section 10 shall relieve any Defaulting defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementits default. In the event of any such default which does not result in a default by any Underwriter as set forth in termination of this Section 10Agreement, either the Non-Defaulting Underwriters or the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order that to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements may be effectedarrangements.

Default by One of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a the relevant Date of Delivery Delivery, as the case may be, to purchase the principal amount of Securities which it or they are is obligated to purchase under this Agreement (the "Defaulted Securities"), then the remaining Underwriters (the "Nonnon-Defaulting Underwriter") defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for it, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If; if, however, during such 24 hours the Nonnon-Defaulting Underwriters defaulting Underwriter shall not have completed such arrangements within such 24-hour period, then this Agreement (or, with respect to the Underwriters' exercise of the over-allotment option for the purchase of all Option Securities on a Date of Delivery after the Closing Time, the obligations of the Defaulted SecuritiesUnderwriters to purchase, then this Agreement and the Company to sell, such Option Securities on such Date of Delivery) shall terminate without any liability on the part of the Company or the Nonsuch non-Defaulting Underwritersdefaulting Underwriter. Nothing in this Section 10 and no No action taken pursuant to this Section 10 shall relieve any Defaulting the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementits default. In the event of any such default which does not result in (i) a default by any Underwriter termination of this Agreement or (ii) in the case of a Date of Delivery after the Closing Time, a termination of the obligations of the Underwriters and the Company with respect to the related Option Securities, as set forth in this Section 10the case may be, either the Nonnon-Defaulting Underwriters defaulting Underwriter or the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order that to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements may be effectedarrangements.