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

Default by One or More Underwriters. If 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 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 aggregate number of Securities set opposite the name of each remaining non-defaulting Underwriter on Schedule I hereto bears to the total number 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 any of the Securities on the Closing Time or on any applicable Date of Delivery, or if the aggregate number of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number 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 the Closing Time or on any applicable Date of Delivery . If other Underwriters are obligated or agree to purchase the Securities 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 the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any other document or arrangement. If the remaining Underwriters or other Underwriters satisfactory to the Underwriters do not elect to purchase: (a) the Firm Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Time, this Agreement shall terminate without liability on the part of any non-defaulting 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 aggregate number of Optional Securities that such non-defaulting Underwriter would have been obligated to purchase in the absence of such default. 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 of any liability it may have to the Company for damages caused by its default.

Default by One or More Underwriters. If one or more of the Underwriters shall fail on the Closing Time Date or on any applicable an Option Closing Date of Delivery, any Underwriter defaults in to purchase the performance of its obligations Securities which it or they are obligated to purchase under this AgreementAgreement (the “Defaulted Securities”), the remaining 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 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 does not exceed 10% of the aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the Securities that the defaulting Underwriter agreed but failed to purchase on the Closing Time or on any applicable Date of Delivery full amount thereof in the respective proportions that their respective underwriting obligations hereunder bear to the aggregate number underwriting obligations of Securities set opposite the name of each remaining all non-defaulting Underwriter on Schedule I hereto bears to Underwriters; or (b) if the total number of Defaulted 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 any of the Securities on the Closing Time or on any applicable Date of Delivery, or if the aggregate number of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number 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 the Closing Time or on any applicable Date of Delivery . If other Underwriters are obligated or agree to purchase the Securities 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 the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any other document or arrangement. If the remaining Underwriters or other Underwriters satisfactory to the Underwriters do not elect to purchase: (a) the Firm Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Timedate, 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 Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the 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; 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 Company shall have the option right to either: (i) terminate their obligation hereunder to purchase postpone the Optional Securities to be sold on such applicable Closing Date of Delivery without liability on the part of any non-defaulting Underwriter or the Company; or (ii) purchase relevant Option Closing Date, as the case may be, for a period not less than the aggregate number of Optional Securities that such non-defaulting Underwriter would have been obligated exceeding seven days in order to purchase effect any required changes in the absence of such defaultRegistration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes, includes any person substituted for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to an Underwriter under this Section 11, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default8.

Default by One or More Underwriters. If one or more of the Underwriters shall fail on the Closing Time Date or on any applicable an Option Closing Date of Delivery, any Underwriter defaults in to purchase the performance of its obligations Securities which it or they are obligated to purchase under this AgreementAgreement (the “Defaulted Securities”), the remaining 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 does not exceed 10% of the aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the Securities that the defaulting Underwriter agreed but failed to purchase on the Closing Time or on any applicable Date of Delivery full amount thereof in the respective proportions that their respective underwriting obligations hereunder bear to the aggregate number underwriting obligations of Securities set opposite the name of each remaining all non-defaulting Underwriter on Schedule I hereto bears to the total number of Securities set opposite the names of all the remaining non-defaulting Underwriters on Schedule I heretoUnderwriters; provided, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities on the Closing Time or on any applicable Date of Delivery, or (b) if the aggregate number principal amount of Defaulted Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number 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 the Closing Time or on any applicable Date of Delivery . If other Underwriters are obligated or agree to purchase the Securities 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 the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any other document or arrangement. If the remaining Underwriters or other Underwriters satisfactory to the Underwriters do not elect to purchase: (a) the Firm Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Timedate, 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 Underwriter or the Company; or (b) the Optional Securities that the Underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter or from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the 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 agreed but failed to purchase on an applicable Date of Deliveryand the Company to sell the relevant Option Securities, as the case may be, the non-defaulting Underwriters Representative shall have the option right to either: (i) terminate their obligation hereunder to purchase postpone the Optional Securities to be sold on such applicable Closing Date of Delivery without liability on the part of any non-defaulting Underwriter or the Company; or (ii) purchase relevant Option Closing Date, as the case may be, for a period not less than the aggregate number of Optional Securities that such non-defaulting Underwriter would have been obligated exceeding seven days in order to purchase effect any required changes in the absence of such defaultRegistration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes, includes any person substituted for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to an Underwriter under this Section 11, purchases Securities that a defaulting Underwriter agreed but failed to purchase7. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default8.

Default by One or More Underwriters. If one or more of the Underwriters shall fail on the Closing Time Date or on any applicable an Option Closing 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 that the defaulting Underwriter agreed but failed which it or they are obligated to purchase on under this Agreement (the Closing Time “Defaulted Securities”), the Representatives shall use reasonable efforts, within 36 hours thereafter, to make arrangements for one or on any applicable Date more of Delivery in the respective proportions that the aggregate number of Securities set opposite the name of each remaining non-defaulting Underwriter on Schedule I hereto bears Underwriters, or any other underwriters, to purchase all, but not less than all, of the total Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 36-hour period, then: (a) if the number of Defaulted Securities set opposite the names of all the remaining non-defaulting Underwriters on Schedule I hereto; provided, that the remaining non-defaulting Underwriters shall does not be obligated to purchase any of the Securities on the Closing Time or on any applicable Date of Delivery, or if the aggregate number of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds exceed 10% of the total number of Securities to be purchased on such date, each of the Closing Time or on any applicable Date non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of Delivery. If the foregoing maximums are exceeded, the remaining all non-defaulting Underwriters, or those other Underwriters satisfactory to ; or (b) if the Underwriters who so agree, shall have number of Defaulted Securities exceeds 10% of the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the number of Securities to be purchased on the Closing Time or on any applicable Date of Delivery . If other Underwriters are obligated or agree to purchase the Securities 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 the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any other document or arrangement. If the remaining Underwriters or other Underwriters satisfactory to the Underwriters do not elect to purchase: (a) the Firm Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Timesuch date, 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 Underwriter or the Company; or (b) the Optional Securities that the Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter or from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the 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 agreed but failed to purchase on an applicable Date of Deliveryand the Company to sell the relevant Option Securities, as the case may be, the non-defaulting Underwriters Representatives shall have the option right to either: (i) terminate their obligation hereunder to purchase postpone the Optional Securities to be sold on such applicable Closing Date of Delivery without liability on the part of any non-defaulting Underwriter or the Company; or (ii) purchase relevant Option Closing Date, as the case may be, for a period not less than the aggregate number of Optional Securities that such non-defaulting Underwriter would have been obligated exceeding seven days in order to purchase effect any required changes in the absence of such defaultRegistration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes, includes any person substituted for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to an Underwriter under this Section 11, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default8.

Default by One or More Underwriters. If 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 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 aggregate number principal amount of Securities set opposite the name of each remaining non-defaulting Underwriter on Schedule I hereto bears to the total number 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 any of the Securities on the Closing Time or on any applicable Date of Delivery, or if the aggregate number principal amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number 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 the Closing Time or on any applicable Date of Delivery Delivery. If other Underwriters are obligated or agree to purchase the Securities 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 the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any other document or arrangement. If the remaining Underwriters or other Underwriters satisfactory to the Underwriters do not elect to purchase: (a) the Firm Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Time, this Agreement shall terminate without liability on the part of any non-defaulting 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 aggregate number principal amount of Optional Securities that such non-defaulting Underwriter would have been obligated to purchase in the absence of such default. 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 of any liability it may have to the Company for damages caused by its default.

Default by One or More Underwriters. If on one or more of the Underwriters shall fail at the Closing Time Date or on any applicable a Date of Delivery, any Underwriter defaults in as the performance of its obligations case may be, to purchase the Shares which it or they are obligated to purchase under this AgreementAgreement on such Closing Date or Date of Delivery (the “Defaulted Securities”), the remaining 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 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 does not exceed 10% of the total number of Shares that the Underwriters are obligated to purchase on such date, each of the non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the Securities that the defaulting Underwriter agreed but failed to purchase on the Closing Time or on any applicable Date of Delivery full amount thereof in the respective proportions that their respective underwriting obligations hereunder bear to the aggregate number underwriting obligations of Securities set opposite the name of each remaining all non-defaulting Underwriter on Schedule I hereto bears to Underwriters; or (b) if the total number of Defaulted 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 any of the Securities on the Closing Time or on any applicable Date of Delivery, or if the aggregate number of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Securities Shares that the Underwriters are obligated to purchase on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares to be purchased and sold 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 the Closing Time or on any applicable Date of Delivery . If other Underwriters are obligated or agree to purchase the Securities 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 the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any other document or arrangement. If the remaining Underwriters or other Underwriters satisfactory to the Underwriters do not elect to purchase: (a) the Firm Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Time, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. 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 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 Representative or the Company; Company shall have the right to postpone Closing Date or (b) the Optional Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on an applicable relevant Date of Delivery, as the non-defaulting Underwriters shall have case may be, for a period not exceeding seven days in order to effect any required changes in the option to either: (i) terminate their obligation hereunder to purchase Registration Statement, the Optional Securities to be sold on such applicable Date of Delivery without liability on the part of any non-defaulting Underwriter Pricing Disclosure Package or the Company; Prospectus or (ii) purchase not less than the aggregate number of Optional Securities that such non-defaulting Underwriter would have been obligated to purchase in the absence of such defaultany other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes, includes any person substituted for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to an Underwriter under this Section 11, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default10.

Default by One or More Underwriters. If one or more of the Underwriters shall fail on the Closing Time Date or on any applicable an Option Closing Date of Delivery, any Underwriter defaults in to purchase the performance of its obligations Securities which it or they are obligated to purchase under this AgreementAgreement (the “Defaulted Securities”), the remaining 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 does not exceed 10% of the aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the Securities that the defaulting Underwriter agreed but failed to purchase on the Closing Time or on any applicable Date of Delivery full amount thereof in the respective proportions that their respective underwriting obligations hereunder bear to the aggregate number underwriting obligations of Securities set opposite the name of each remaining all non-defaulting Underwriter on Schedule I hereto bears to the total number of Securities set opposite the names of all the remaining non-defaulting Underwriters on Schedule I heretoUnderwriters; provided, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities on the Closing Time or on any applicable Date of Delivery, or or (b) if the aggregate number principal amount of Defaulted Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number 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 the Closing Time or on any applicable Date of Delivery . If other Underwriters are obligated or agree to purchase the Securities 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 the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any other document or arrangement. If the remaining Underwriters or other Underwriters satisfactory to the Underwriters do not elect to purchase: (a) the Firm Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Timedate, 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 Transaction Entities 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 Underwriter or the Company; or (b) the Optional Securities that the underwriter. No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter or from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the 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 agreed but failed to purchase on an applicable Date of Deliveryand the Transaction Entities to sell the relevant Option Securities, as the case may be, the non-defaulting Underwriters Representative shall have the option right to either: (i) terminate their obligation hereunder to purchase postpone the Optional Securities to be sold on such applicable Closing Date of Delivery without liability on the part of any non-defaulting Underwriter or the Company; or (ii) purchase relevant Option Closing Date, as the case may be, for a period not less than the aggregate number of Optional Securities that such non-defaulting Underwriter would have been obligated exceeding seven days in order to purchase effect any required changes in the absence of such defaultRegistration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes, includes any person substituted for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to an Underwriter under this Section 11, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default7.

Default by One or More Underwriters. If on one or more of the Underwriters shall fail at Closing Time to purchase the Trust Preferred Securities (other than for some reason to justify, in accordance with the provisions hereof, the cancellation or on any applicable Date of Delivery, any Underwriter defaults in the performance termination of its or their obligations hereunder) which it or they are obligated to purchase under this AgreementAgreement (the "Defaulted Securities"), X.X. Xxxxxxx shall have the remaining 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 terms herein set forth; if, however, X.X. Xxxxxxx shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the number of Trust Preferred Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the Securities that the defaulting Underwriter agreed but failed to purchase on the Closing Time or on any applicable Date of Delivery full amount thereof in the respective proportions that their respective underwriting obligations hereunder bear to the aggregate number underwriting obligations of Securities set opposite the name of each remaining all non-defaulting Underwriter on Schedule I hereto bears to Underwriters, or (b) if the total number of Defaulted 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 any of the Securities on the Closing Time or on any applicable Date of Delivery, or if the aggregate number of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Trust Preferred 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 the Closing Time or on any applicable Date of Delivery . If other Underwriters are obligated or agree to purchase the Securities 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 the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any other document or arrangement. If the remaining Underwriters or other Underwriters satisfactory to the Underwriters do not elect to purchase: (a) the Firm Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Timedate, this Agreement shall terminate without liability on the part of any non-defaulting 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 aggregate number of Optional Securities that such non-defaulting Underwriter would have been obligated to purchase in the absence of such defaultUnderwriter. 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, No action taken pursuant to this Section 11, purchases Securities that a shall relieve any defaulting Underwriter agreed but failed to purchasefrom liability in respect of its default. Nothing contained herein shall relieve a defaulting Underwriter In the event of any liability it may such default which does not result in a termination of this Agreement, either X.X. Xxxxxxx or the Offerors shall have the right to postpone the Company Closing Time for damages caused by its defaulta 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 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 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 aggregate number principal amount of Securities set opposite the name of each remaining non-defaulting Underwriter on Schedule I hereto bears to the total number 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 any of the Securities on the Closing Time or on any applicable Date of Delivery, or if the aggregate number principal amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number 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 the Closing Time or on any applicable Date of Delivery Delivery. If other Underwriters are obligated or agree to purchase the Securities 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 the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any other document or arrangement. If the remaining Underwriters or other Underwriters satisfactory to the Underwriters do not elect to purchase: (a) purchase the Firm Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing TimeTime or any applicable Date of Delivery, this Agreement shall terminate without liability on the part of any non-defaulting 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 aggregate number of Optional Securities that such non-defaulting Underwriter would have been obligated to purchase in the absence of such default. 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 of any liability it may have to the Company for damages caused by its default.