Common use of Default by One or More Underwriters Clause in Contracts

Default by One or More Underwriters. If any Underwriter shall fail at the Closing Time to purchase the Securities which it is obligated to purchase hereunder (the “Defaulted Securities”), and the aggregate amount of Defaulted Securities is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters to purchase the Defaulted Securities; provided, that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the Company. No action taken pursuant to this Section shall relieve a defaulting Underwriter from liability in respect of its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, 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 to effect any required changes in the Prospectus or in any other documents or arrangements.

Default by One or More Underwriters. (a) If any Underwriter shall fail at the Closing Time default in its obligation to purchase the Firm Securities or Optional Securities which it is obligated has agreed to purchase hereunder (under the “Defaulted Pricing Agreement relating to such Designated Securities”), the Representatives in their discretion may arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within 36 hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Firm Securities or Optional Securities, as the case may be, then the Company shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes thereby may be made necessary in the Registration Statement, the General Disclosure Package or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company promptly will file any amendments or supplements to the Registration Statement, the Statutory Prospectus or the Prospectus that in the opinion of the Representatives thereby may be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 8(a), the aggregate principal amount of Defaulted such Designated Securities is that remains unpurchased does not more than exceed one-tenth eleventh of the aggregate principal amount of the Firm Securities or Optional Securities, as the case may be, then the Company shall have the right to be purchased require each non-defaulting Underwriter to purchase the principal amount of Firm Securities or Optional Securities, as the case may be, that such Underwriter agreed to purchase under the Pricing Agreement relating to such Firm Securities or Optional Securities, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Firm Securities or Optional Securities, as the case may be, that such dateUnderwriter agreed to purchase under such Pricing Agreement) of the Firm Securities or Optional Securities, as the case may be, 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 Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 8(a), the other Underwriters shall be obligated severally in aggregate principal amount of Firm Securities or Optional Securities, as the proportions case may be, that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Firm Securities set forth opposite their respective names or Optional Securities, as the case may be, as referred to in Schedule A hereto bears Section 8(b), or if the Company shall not exercise the right described in Section 8(b) to the aggregate amount of Securities set forth opposite the names of all such require non-defaulting Underwriters to purchase the Defaulted Firm Securities or Optional Securities; provided, that in no event as the case may be, of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Firm Securities or Optional Securities, as the case may be, shall the amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Timethereupon terminate, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Company. No action taken pursuant , except for the expenses to this be borne by the Company and the Underwriters as provided in Section 5 and the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability in respect of for its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, 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 to effect any required changes in the Prospectus or in any other documents or arrangementsdefault.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at on the Closing Time Date or an Option Closing Date to purchase the Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Securities”), the Representative shall use reasonable efforts, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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, however, the Representative shall not have completed such arrangements within such 36-hour period, then: (a) if the aggregate principal amount of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters; or (b) if the Defaulted Securities; provided, that in no event shall the aggregate principal amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate principal amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement or, with respect to any Option Closing Date which occurs after the Closing Date, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section 8 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this AgreementAgreement or, either in the non-defaulting case of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters or to purchase and the Company to sell the relevant Option Securities, as the case may be, the Representative shall have the right to postpone the Closing Time Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at on the Closing Time Date or an Option Closing Date to purchase the Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Securities”), the Representative shall use reasonable best efforts, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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 aggregate amount terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 36-hour period, then: (a) if the number of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters; or (b) if the Defaulted Securities; provided, that in no event shall the amount number of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate principal amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement or, with respect to any Option Closing Date which occurs after the Closing Date, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section 8 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this AgreementAgreement or, either in the non-defaulting case of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, the Representative or the Company shall have the right to postpone the Closing Time Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at on the Closing Time Date to purchase the Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Securities”), the Representative shall use reasonable efforts, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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, however, the Representative shall not have completed such arrangements within such 36-hour period, then: (a) if the aggregate principal amount of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters; or (b) if the Defaulted Securities; provided, that in no event shall the aggregate principal amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate principal amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section 8 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters or the Company Representative shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at on the Closing Time Date or an Option Closing Date to purchase the Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Securities”), the Representative shall use reasonable efforts, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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 aggregate amount terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 36-hour period, then: (a) if the number of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate amount number of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters; or (b) if the Defaulted Securities; provided, that in no event shall the amount number of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate amount number of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement or, with respect to any Option Closing Date which occurs after the Closing Date, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section 8 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this AgreementAgreement or, either in the non-defaulting case of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters or to purchase and the Company to sell the relevant Option Securities, as the case may be, the Representative shall have the right to postpone the Closing Time Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.

Default by One or More Underwriters. If on the Closing Time, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall fail at the Closing Time be obligated to purchase the Securities which it is that the defaulting Underwriter agreed but failed to purchase on the Closing Time in the respective proportions that the principal amount of Securities set opposite the name of each remaining non-defaulting Underwriter on Schedule I hereto bears to the total principal amount of Securities set opposite the names of all the remaining non-defaulting Underwriters on Schedule I hereto; provided, that the remaining non-defaulting Underwriters shall not be obligated to purchase hereunder (any of the “Defaulted Securities”)Securities on the Closing Time, and or if the aggregate principal amount of Defaulted Securities is not more than one-tenth that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of Securities to be purchased on the Closing Time. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other Underwriters satisfactory to the Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on such date, the Closing Time. If other Underwriters shall be are obligated severally in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters or agree to purchase the Defaulted Securities; providedSecurities of a defaulting or withdrawing Underwriter, either the remaining Underwriters or the Company may postpone the Closing Time for up to five full business days in order to effect any changes that in no event shall the amount opinion of Defaulted Securities that counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriterother document or arrangement. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Time, and arrangements remaining Underwriters or other Underwriters satisfactory to the Underwriters and do not elect to purchase the Company for Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase of such Defaulted Securities are not made within 36 hours after such defaulton the Closing Time, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Company. No action taken As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 11, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter from liability in respect of its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters or liability it may have to the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Prospectus or in any other documents or arrangementsdamages caused by its default.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at on the Closing Time Date or an Option Closing Date to purchase the Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Securities”), the Representative shall use reasonable efforts, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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, however, the Representative shall not have completed such arrangements within such 36-hour period, then: (a) if the aggregate principal amount of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters; or (b) if the Defaulted Securities; provided, that in no event shall the aggregate principal amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate principal amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement or, with respect to any Option Closing Date which occurs after the Closing Date, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, shall terminate without liability on the part of any non-defaulting Underwriters or the Companyunderwriter. No action taken pursuant to this Section 7 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this AgreementAgreement or, either in the non-defaulting case of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters or to purchase and the Company to sell the relevant Option Securities, as the case may be, the Representative shall have the right to postpone the Closing Time Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Statutory Prospectus or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.

Default by One or More Underwriters. If any Underwriter shall fail at the Closing Time to purchase the Securities which it is obligated to purchase hereunder (the “Defaulted Securities”), and the aggregate amount of Defaulted Securities is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A B hereto bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters to purchase the Defaulted Securities; provided, that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the Company. No action taken pursuant to this Section shall relieve a defaulting Underwriter from liability in respect of its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, 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 to effect any required changes in the Prospectus or in any other documents or arrangements. For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase Securities hereunder constitutes a BRRD Liability (as defined below) and such Underwriter does not, at the Closing Time, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) of its powers under the relevant Bail-in Legislation as set forth in Section 18 below with respect to such BRRD Liability, such Underwriter shall be deemed, for all purposes of this Section 11, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 11 shall remain in full force and effect with respect to the obligations of the other Underwriters.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at on the Closing Time Date or an Option Closing Date to purchase the Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Securities”), the Representative shall use reasonable efforts, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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 aggregate amount terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 36-hour period, then: (a) if the number of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate amount number of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters; or (b) if the Defaulted Securities; provided, that in no event shall the amount number of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate amount number of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement or, with respect to any Option Closing Date which occurs after the Closing Date, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section 8 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, 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 to effect any required changes in the Prospectus or in any other documents or arrangementsdefault.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Shares (other than for some reason to justify, in accordance with the provisions hereof, the cancellation or termination of its or their obligations hereunder) which it is or they are obligated to purchase hereunder under this Agreement (the “"Defaulted Securities”Shares"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon and upon the aggregate amount terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities is Shares does not more than one-tenth exceed 10% of the aggregate amount number of the Securities Shares to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters, or (b) if the number of Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after Closing Time, the obligation of the Underwriters to purchase the Defaulted Securities; provided, that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth and of the aggregate amount of Company to sell the Securities Option Shares to be purchased at the Closing Timeand sold on such Date of Delivery, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, or, in the case of a Date of Delivery which is after Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Shares, as the case may be, either the non-defaulting Underwriters Representatives or the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements.

Default by One or More Underwriters. If any Underwriter shall fail at on the Closing Time or on any applicable Date of Delivery, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities which it is that the defaulting Underwriter agreed but failed to purchase on the Closing Time or on any applicable Date of Delivery in the respective proportions that the principal amount of Securities set opposite the name of each remaining non-defaulting Underwriter on Schedule I hereto bears to the total principal amount of Securities set opposite the names of all the remaining non-defaulting Underwriters on Schedule I hereto; provided, that the remaining non-defaulting Underwriters shall not be obligated to purchase hereunder (any of the “Defaulted Securities”)Securities on the Closing Time or on any applicable Date of Delivery, and or if the aggregate principal amount of Defaulted Securities is not more than one-tenth that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of Securities to be purchased on the Closing Time or on any applicable Date of Delivery. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other Underwriters satisfactory to the Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on such date, the Closing Time or on any applicable Date of Delivery . If other Underwriters shall be are obligated severally in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters or agree to purchase the Defaulted Securities; providedSecurities of a defaulting or withdrawing Underwriter, either the remaining Underwriters or the Company may postpone the Closing Time or any applicable Date of Delivery for up to five full business days in order to effect any changes that in no event shall the amount opinion of Defaulted Securities that counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriterother document or arrangement. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Time, and arrangements remaining Underwriters or other Underwriters satisfactory to the Underwriters and do not elect to purchase: (a) the Company for Firm Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase of such Defaulted Securities are not made within 36 hours after such defaulton the Closing Time, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Company; or (b) the Optional Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on an applicable Date of Delivery, the non-defaulting Underwriters shall have the option to either: (i) terminate their obligation hereunder to purchase the Optional Securities to be sold on such applicable Date of Delivery without liability on the part of any non-defaulting Underwriter or the Company; or (ii) purchase not less than the principal amount of Optional Securities that such non-defaulting Underwriter would have been obligated to purchase in the absence of such default . No action taken As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 11, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter from liability in respect of its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters or liability it may have to the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Prospectus or in any other documents or arrangementsdamages caused by its default.

Default by One or More Underwriters. If any Underwriter shall fail at or refuse (otherwise than for some reason sufficient to justify, in accordance with the Closing Time terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the Securities principal amount of Bonds which it is obligated has agreed to purchase hereunder (the “Defaulted Securities”)and pay for hereunder, and the aggregate principal amount of Defaulted Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such dateBonds, the other Underwriters shall be obligated severally in the proportions that which the amount amounts of the Securities Bonds set forth opposite their respective names in Schedule A I hereto bears bear to the aggregate principal amount of Securities Bonds set forth opposite the names of all such non-defaulting Underwriters Underwriters, to purchase the Defaulted SecuritiesBonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase; provided, provided that in no event shall the principal amount of Defaulted Securities that Bonds which any Underwriter has agreed to purchase pursuant to this Agreement Schedule I hereto be increased pursuant to this Section 13 by an amount in excess of one-tenth ninth of such principal amount of Securities Bonds without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Bonds and the aggregate principal amount of Defaulted Securities Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Securities Bonds the Company shall have the right (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Bonds that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Bonds that the defaulting Underwriter or Underwriters shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amounts of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the NASD (or, if not members of the NASD, who are foreign banks, who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter or Underwriters had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be purchased at obligated to purchase pursuant to the Closing Timeforegoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, and arrangements satisfactory the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter or Underwriters to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate the Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement will, unless otherwise agreed by the Company and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such defaultnon- defaulting Underwriters, this Agreement shall terminate without liability on the part of any non-non- defaulting Underwriters or the Companyparty except as otherwise provided in paragraph (g) of Section 7 and in Section 11. No Any action taken pursuant to under this Section paragraph shall not relieve a any defaulting Underwriter from liability in respect of its default under this Underwriting Agreement. In the event of any such default which does not result in a termination of this Agreement, 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 to effect any required changes in the Prospectus or in any other documents or arrangements.

Default by One or More Underwriters. If any Underwriter one of the Underwriters shall fail at the Closing Time Date to purchase the Securities which Certificates that it is obligated to purchase hereunder (the “"Defaulted Securities”Certificates"), then the non-defaulting Underwriter shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Certificates in such amounts as may be agreed upon and upon the terms herein set forth. If; however, the non-defaulting Underwriter has not completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities is Certificates does not more than one-tenth exceed 10% of the aggregate principal amount of the Securities Certificates to be purchased on such datepursuant to this Agreement, the other Underwriters non-defaulting Underwriter shall be obligated severally in to purchase the proportions that full amount thereof, or (b) if the aggregate principal amount of Defaulted Certificates exceeds 10% of the aggregate principal amount of the Securities set forth opposite their respective names in Schedule A hereto bears Certificates to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters to purchase the Defaulted Securities; provided, that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase be purchased pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such defaultAgreement, this Agreement shall terminate terminate, without any liability on the part of any the non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section shall relieve a any defaulting Underwriter from liability in with respect to any default of its default such Underwriter under this Agreement. In the event of any such a default which by an Underwriter as set forth in this Section that does not result in a termination of this Agreement, either the non-defaulting Underwriters Underwriter or the Company Depositor shall have the right to postpone the Closing Time Date for a period of time not exceeding seven days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangementsarrangements may be effected.

Default by One or More Underwriters. If any Underwriter one of the Underwriters shall fail at the Closing Time Date to purchase the Securities which Notes that it is obligated to purchase hereunder (the “"Defaulted Securities”Notes"), then the non-defaulting Underwriter shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth. If; however, the non-defaulting Underwriter has not completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities is Notes does not more than one-tenth exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, the other Underwriters non-defaulting Underwriter shall be obligated severally in to purchase the proportions that full amount thereof, or (b) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of the Securities set forth opposite their respective names in Schedule A hereto bears Notes to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters to purchase the Defaulted Securities; provided, that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase be purchased pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such defaultAgreement, this Agreement shall terminate terminate, without any liability on the part of any the non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section shall relieve a any defaulting Underwriter from liability in with respect to any default of its default such Underwriter under this Agreement. In the event of any such a default which by an Underwriter as set forth in this Section that does not result in a termination of this Agreement, either the non-defaulting Underwriters Underwriter or the Company Depositor shall have the right to postpone the Closing Time C1osing Date for a period of time not exceeding seven days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangementsarrangements may be effected.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Shares which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted SecuritiesShares”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon and upon the aggregate amount terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities is Shares does not more than one-tenth exceed 10% of the aggregate amount number of the Securities Shares to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters, or (b) if the number of Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after Closing Time, the obligation of the Underwriters to purchase the Defaulted Securities; provided, that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth and of the aggregate amount of Company to sell the Securities Option Shares to be purchased at the Closing Timeand sold on such Date of Delivery, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, or, in the case of a Date of Delivery which is after Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Shares, as the case may be, either the non-defaulting Underwriters Representatives or the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at on the Closing Time Date or an Option Closing Date to purchase the Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Securities”), the Representative shall use reasonable best efforts, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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 aggregate amount terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 36-hour period, then: (a) if the number of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters; or (b) if the Defaulted Securities; provided, that in no event shall the amount number of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate principal amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement or, with respect to any Option Closing Date which occurs after the Closing Date, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, shall terminate without liability on the part of any non-defaulting Underwriters or the Company. No action taken pursuant to this Section shall relieve a defaulting Underwriter from liability in respect of its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, 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 to effect any required changes in the Prospectus or in any other documents or arrangementsUnderwriter.

Default by One or More Underwriters. (a) If any Underwriter shall fail at or Underwriters default in its or their obligations to purchase Shares hereunder on the Closing Time Date or any Option Closing Date and the aggregate number of Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the Securities which it is total number of Shares that the Underwriters are obligated to purchase hereunder (on such Closing Date or Option Closing Date, as the “Defaulted Securities”)case may be, and the aggregate amount Representatives may make arrangements satisfactory to the Company and, with respect to the Closing Date only, the Selling Shareholders, for the purchase of Defaulted Securities is not more than one-tenth such Shares by other persons, including any of the aggregate amount of Underwriters, but if no such arrangements are made by such Closing Date or Option Closing Date, as the Securities to be purchased on such datecase may be, the other non-defaulting Underwriters shall be obligated severally severally, in the proportions that the amount of the Securities set forth opposite proportion to their respective names in Schedule A hereto bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters commitments hereunder, to purchase the Defaulted Securities; providedShares that such defaulting Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date, that in no event shall as the amount of Defaulted Securities that case may be. If any Underwriter has agreed or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur exceeds 10% of the total number of Shares that the Underwriters are obligated to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of on such amount of Securities without Closing Date or Option Closing Date, as the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Timecase may be, and arrangements satisfactory to the Underwriters and Representatives, the Company and, with respect to the Closing Date only, the Selling Shareholders, for the purchase of such Defaulted Securities Shares by other persons are not made within 36 hours after such default, this Agreement shall terminate will terminate, without liability on the part of any non-defaulting Underwriters Underwriter, the Company or the CompanySelling Shareholders, except as provided in Section 13. No action taken pursuant to this Section shall Nothing herein will relieve a defaulting Underwriter from liability in respect of for its default under this Agreement. default. (b) In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters Representatives or the Company shall have the right to postpone the Closing Time Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days days, in order to effect any required changes in to the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More Underwriters. If on or prior to the Firm Closing Date any Underwriter shall fail at the Closing Time or refuse to purchase the Securities which Shares that it is obligated has agreed to purchase hereunder (the “Defaulted Securities”), and the aggregate amount number of Defaulted Securities is Shares which such defaulting Underwriter agreed but failed or refused to purchase does not more than one-tenth exceed 10% of the aggregate amount number of the Securities Shares to be purchased on such date, the Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Shares by other Underwriters persons, but if no such arrangements are made by the Firm Closing Date, the other Underwriter(s) shall be obligated obligated, severally and not jointly, in the proportions that the amount number of the Securities Shares set forth opposite their respective names in on Schedule A hereto I bears to the aggregate amount number of Securities Shares set forth opposite the names of all such non-defaulting Underwriters Underwriter(s), or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriter(s), to purchase the Defaulted Securities; provided, that in no event shall the amount of Defaulted Securities that any Underwriter has Shares which such defaulting Underwriter(s) agreed but failed or refused to purchase pursuant on such date; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 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 be increased by an amount in excess of one-tenth of with respect to such amount of Securities without the written consent of such UnderwriterShares. If on or prior to the Firm Closing Date any Underwriter shall fail or refuse to purchase Shares and the aggregate amount number of Defaulted Securities is more than one-tenth Shares with respect to which such default occurs exceeds 10% of the aggregate amount number of the Securities Shares to be purchased at the Closing Timeon such date, and arrangements reasonably satisfactory to the Underwriters Representative and the Company for the purchase of such Defaulted Securities Shares are not made within 36 48 hours after such default, the Representative or the Company may terminate this Agreement shall terminate without liability on the part of any non-defaulting Underwriters the Company or the Company. No action taken pursuant to this Section Underwriters with respect thereto; but nothing herein shall relieve a defaulting Underwriter from liability in respect of for its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, case either the non-defaulting Underwriters Representative or the Company shall have the right to postpone the Firm Closing Time Date, but in no event for a period not exceeding longer than seven days in order that the required changes, if any, to effect any required changes in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus or in any other documents or arrangements.arrangements may be effected..

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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 aggregate amount terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then the Company shall have the right, within a further period of 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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, however, the Company shall not have completed such arrangements within such further 24-hour period, then: (a) if the number of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate amount number of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters, or (b) if the Defaulted Securities; provided, that in no event shall the amount number of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate amount number of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters (i) Representative or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Prospectus or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 9.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at the Closing Time to purchase the Trust Preferred Securities (other than for some reason to justify, in accordance with the provisions hereof, the cancellation or termination of its or their obligations hereunder) which it is or they are obligated to purchase hereunder under this Agreement (the “"Defaulted Securities”"), A.G. Edwards shall have the right, within 24 hours thereafter, to xxxx xxxxxxxments for one or more of the non-defaulting Underwriters, 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 aggregate amount terms herein set forth; if, however, A.G. Edwards shall not have completed such arrangements within sucx 00-xxxx xxriod, then: (a) if the number of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate amount number of the Trust Preferred Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters, or (b) if the Defaulted Securities; provided, that in no event shall the amount number of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate amount number of the Trust Preferred Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters A.G. Edwards or the Company Offerors shall have the right to postpone the Closing Time Xxxxxxx Xxxx for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at the Closing Time Date or a Date of Delivery, as the case may be, to purchase the Securities Shares which it is or they are obligated to purchase hereunder under this Agreement on such Closing Date or Date of Delivery (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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 aggregate amount terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate amount total number of Shares that the Securities Underwriters are obligated to be purchased purchase on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters; or (b) if the Defaulted Securities; provided, that in no event shall the amount number of Defaulted Securities exceeds 10% of the total number of Shares that any Underwriter has agreed the Underwriters are obligated to purchase pursuant to on such date, this Agreement be increased by an amount in excess or, with respect to any Date of one-tenth of such amount of Securities without Delivery which occurs after the written consent of such Underwriter. If Closing Date, the aggregate amount of Defaulted Securities is more than one-tenth obligation of the aggregate amount of Underwriters to purchase, and the Securities Company to sell, the Option Shares to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase sold on such Date of such Defaulted Securities are not made within 36 hours after such default, this Agreement Delivery shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section 9 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Shares, as the case may be, either the non-defaulting Underwriters Representative or the Company shall have the right to postpone the Closing Time Date or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 9.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at on the Closing Time Date to purchase the Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Securities”), the Representative shall use reasonable efforts, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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, however, the Representative shall not have completed such arrangements within such 36-hour period, then: (a) if the aggregate principal amount of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters; or (b) if the Defaulted Securities; provided, that in no event shall the aggregate principal amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate principal amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section 8 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters or the Company Representative shall have the right to postpone the Closing Time Date for a period not exceeding seven five days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at on the Closing Time to purchase the Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Securities”), the Representative shall use commercially reasonable efforts, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters; or (b) if the Defaulted Securities; provided, that in no event shall the aggregate principal amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate principal amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section 8 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters or the Company Representative shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.

Default by One or More Underwriters. If any Underwriter shall fail at the Closing Time to purchase the Securities which it is obligated to purchase hereunder (the “Defaulted Securities”), and the aggregate amount of Defaulted Securities is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A B hereto bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters to purchase the Defaulted Securities; provided, that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the Company. No action taken pursuant to this Section shall relieve a defaulting Underwriter from liability in respect of its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, 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 to effect any required changes in the Prospectus or in any other documents or arrangements. For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase Securities hereunder constitutes a BRRD Liability (as defined below) and such Underwriter does not, at the Closing Time, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) of its powers under the relevant Bail-in Legislation as set forth in Section 18 with respect to such BRRD Liability, such Underwriter shall be deemed, for all purposes of this Section 11, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 11 shall remain in full force and effect with respect to the obligations of the other Underwriters.

Default by One or More Underwriters. If any Underwriter shall fail at the Closing Time to purchase the Offered Securities which it is obligated to purchase hereunder (the “Defaulted Securities”), and the aggregate amount of Defaulted Securities is not more than one-tenth of the aggregate amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of the Offered Securities set forth opposite their respective names in Schedule A hereto to the Underwriting Agreement bears to the aggregate amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters to purchase the Defaulted Securities; provided, provided that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Offered Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Offered Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the Company. No action taken pursuant to this Section shall relieve a defaulting Underwriter from liability in respect of its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, 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 to effect any required changes in the Prospectus or in any other documents or arrangements.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at the Closing Time to purchase the Debt Securities (other than for some reason to justify, in accordance with the provisions hereof, the cancellation or termination of its or their obligations hereunder) which it is or they are obligated to purchase hereunder under this Agreement (the “"Defaulted Securities”"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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 aggregate amount terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate amount number of the Debt Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters, or (b) if the Defaulted Securities; provided, that in no event shall the amount number of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate amount number of the Debt Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements.

Default by One or More Underwriters. If any Underwriter one or more of ----------------------------------- the Underwriters shall fail at the Closing Time to purchase the Trust Preferred Securities which that it is or they are obligated to purchase hereunder under this Agreement (the “"Defaulted Securities”"), the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non- defaulting Underwriters, 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 aggregate amount terms herein set forth; if, however, the non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate amount number of the Trust Preferred Securities to be purchased on such datehereunder, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters, or (b) if the Defaulted Securities; provided, that in no event shall the amount number of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate amount number of the Trust Preferred Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such defaulthereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which that does not result in a termination of this Agreement, 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 to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at the Closing Time to purchase the Securities (other than for some reason to justify, in accordance with the provisions hereof, the cancellation or termination of its or their obligations hereunder) which it is or they are obligated to purchase hereunder under this Agreement (the “"Defaulted Securities”"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, 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 aggregate amount terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate amount number of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters, or (b) if the Defaulted Securities; provided, that in no event shall the amount number of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate amount number of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements.

Default by One or More Underwriters. If any Underwriter one of the Underwriters shall fail at the Closing Time Date to purchase the Securities which Certificates that it is obligated to purchase hereunder (the “"Defaulted Securities”Certificates"), then the non-defaulting Underwriter shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Certificates in such amounts as may be agreed upon and upon the terms herein set forth. If; however, the non-defaulting Underwriter has not completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities is Certificates does not more than one-tenth exceed 10% of the aggregate principal amount of the Securities Certificates to be purchased on such datepursuant to this Agreement, the other Underwriters non-defaulting Underwriter shall be obligated severally in to purchase the proportions that full amount thereof, or (b) if the aggregate principal amount of Defaulted Certificates exceeds 10% of the aggregate principal amount of the Securities set forth opposite their respective names in Schedule A hereto bears Certificates to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters to purchase the Defaulted Securities; provided, that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase be purchased pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such defaultAgreement, this Agreement shall terminate terminate, without any liability on the part of any the non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section shall relieve a any defaulting Underwriter from liability in with respect to any default of its default such Underwriter under this Agreement. In the event of any such a default which by an Underwriter as set forth in this Section that does not result in a termination of this Agreement, either the non-defaulting Underwriters Underwriter or the Company Depositor shall have the right to postpone the Closing Time C1osing Date for a period of time not exceeding seven days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangementsarrangements may be effected.

Default by One or More Underwriters. (a) If any Underwriter shall fail at or Underwriters default in its or their obligations to purchase Shares hereunder on the Closing Time Date or any Option Closing Date and the aggregate number of Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the Securities which it is total number of Shares that the Underwriters are obligated to purchase hereunder (on such Closing Date or Option Closing Date, as the “Defaulted Securities”)case may be, and the aggregate amount Representatives may make arrangements satisfactory to the Company and, with respect to the Closing Date only, the Selling Shareholders, for the purchase of Defaulted Securities is not more than one-tenth such Shares by other persons, including any of the aggregate amount of Underwriters, but if no such arrangements are made by such Closing Date or Option Closing Date, as the Securities to be purchased on such datecase may be, the other non-defaulting Underwriters shall be obligated severally severally, in the proportions that the amount of the Securities set forth opposite proportion to their respective names in Schedule A hereto bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters commitments hereunder, to purchase the Defaulted Securities; providedShares that such defaulting Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date, that in no event shall as the amount of Defaulted Securities that case may be. If any Underwriter has agreed or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur exceeds 10% of the total number of Shares that the Underwriters are obligated to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of on such amount of Securities without Closing Date or Option Closing Date, as the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Timecase may be, and arrangements satisfactory to the Underwriters and Representatives, the Company and, with respect to the Closing Date only, the Selling Shareholders, for the purchase of such Defaulted Securities Shares by other persons are not made within 36 hours after such default, this Agreement shall terminate will terminate, subject to the provisions of Section 13, without liability on the part of any non-defaulting Underwriters Underwriter, the Company or the CompanySelling Shareholders, except as provided in Section 13. No action taken pursuant to this Section shall Nothing herein will relieve a defaulting Underwriter from liability in respect of for its default under this Agreement. default. (b) In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters Representatives or the Company shall have the right to postpone the Closing Time Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days days, in order to effect any required changes in to the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More Underwriters. If any Underwriter one of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the Securities which it is obligated to purchase hereunder under this Agreement (the “"Defaulted Securities”"), and the aggregate amount non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for the non-defaulting Underwriter, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities is in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter shall not more than onehave completed such arrangements within such 24-tenth hour period, then this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the aggregate amount Underwriters to purchase and of the Trust to sell the Option Securities to be purchased and sold on such dateDate of Delivery, the other Underwriters shall be obligated severally in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters to purchase the Defaulted Securities; provided, that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Trust to sell the relevant Option Securities, as the case may be, either the non-defaulting Underwriters Underwriter or the Company Trust 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 to effect any required changes in the Trust Registration Statement or Trust Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at the Closing Time to purchase the Senior Securities (other than for some reason to justify, in accordance with the provisions hereof, the cancellation or termination of its or their obligations hereunder) which it is or they are obligated to purchase hereunder under this Agreement (the “"Defaulted Securities”"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non- defaulting Underwriters, 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 aggregate terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the amount of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate amount of the Senior Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase the Defaulted Securities; providedUnderwriters, that in no event shall or (b) if the amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate amount of the Senior Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of on such Defaulted Securities are not made within 36 hours after such defaultdate, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter. No action taken pursuant to this Section shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements.

Default by One or More Underwriters. If any Underwriter one or more of the Underwriters shall fail at the Closing Time to purchase the Initial Securities (other than for some reason to justify, in accordance with the provisions hereof, the cancellation or termination of its or their obligations hereunder) which it is or they are obligated to purchase hereunder under this Agreement (the “"Defaulted Securities”"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the aggregate amount terms herein set forth. If, within 24 hours after such default by one or more of the Underwriters, the Representatives do not make arrangements for the purchase of the Defaulted Securities, then the Company shall be entitled to a further period of 24 hours within which to procure another party or parties to purchase the Defaulted Securities upon the terms herein set forth. If, however, the Representatives or the Company shall not have completed such arrangements within the applicable 24-hour period, then: (a) if the number of Defaulted Securities is does not more than one-tenth exceed 10% of the aggregate amount number of the Securities to be purchased on such date, each of the other non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the full amount thereof in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears underwriting obligations hereunder bear to the aggregate amount of Securities set forth opposite the names underwriting obligations of all such non-defaulting Underwriters to purchase Underwriters, or (b) if the Defaulted Securities; provided, that in no event shall the amount number of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth exceeds 10% of the aggregate amount number of the Securities to be purchased at the on such date, this Agreement or, with respect to any Date of Delivery which occurs after Closing Time, and arrangements satisfactory to the obligation of the Underwriters to purchase and of the Company for to sell the purchase Option Securities to be purchased and sold on such Date of such Defaulted Securities are not made within 36 hours after such defaultDelivery, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the CompanyUnderwriter, except that Sections 6 and 7 shall survive such termination and remain in full force and effect. No action taken pursuant to this Section shall relieve a any defaulting Underwriter from liability in respect of its default under this Agreementdefault. In the event of any such default which does not result in a termination of this Agreement, or, in the case of a Date of Delivery which is after Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the non-defaulting Underwriters Representatives or the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements. In the computation of any 24 hours referred to in this Section, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such period of time.

Default by One or More Underwriters. If any Underwriter shall fail at the Closing Time to purchase the Offered Securities which it is obligated to purchase hereunder (the “Defaulted Securities”), and the aggregate amount of Defaulted Securities is not more than one-tenth of the aggregate amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of the Offered Securities set forth opposite their respective names in Schedule A hereto to the Underwriting Agreement bears to the aggregate amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters to purchase the Defaulted Securities; provided, that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Offered Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Offered Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the Company. No action taken pursuant to this Section shall relieve a defaulting Underwriter from liability in respect of its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, 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 to effect any required changes in the Prospectus or in any other documents or arrangements.

Default by One or More Underwriters. If any Underwriter shall fail at the Closing Time to purchase the Securities which it is obligated to purchase hereunder (the “Defaulted Securities”), and the aggregate amount of Defaulted Securities is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of the Securities set forth opposite their respective names in Schedule A hereto bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters to purchase the Defaulted Securities; provided, provided that in no event shall the amount of Defaulted Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-tenth of such amount of Securities without the written consent of such Underwriter. If the aggregate amount of Defaulted Securities is more than one-tenth of the aggregate amount of the Securities to be purchased at the Closing Time, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the Company. No action taken pursuant to this Section shall relieve a defaulting Underwriter from liability in respect of its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, 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 to effect any required changes in the Prospectus or in any other documents or arrangements.