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. 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 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 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 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 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 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 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 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.

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. (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. 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. (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. 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 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.