Common use of Underwriter Default Clause in Contracts

Underwriter Default. (A) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (B) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount of such Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the liquidation amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation amount of the Securities which such Underwriter agreed to purchase hereunder) of the Securities 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 Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount of Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation amount of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to the Company and without any liability on the part of the Company to any Underwriter, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter Underwriter, you do not arrange for the purchase of such Trust Preferred Securities, then the Company Guarantor shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to you the Representative to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company Guarantor that you have so arranged for the purchase of such Trust Preferred Securities, or the Company Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Company Guarantor shall have the right to postpone the Time of Delivery Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (Bb) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection paragraph (a) above, the aggregate liquidation principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation principal amount of all the Trust Preferred Securities, then the Company Guarantor shall have the right to require each non-defaulting Underwriter to purchase the liquidation principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation principal amount of the Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities 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. (Cc) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection paragraph (a) above, the aggregate liquidation principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation principal amount of all the Trust Preferred Securities, or if the Company Guarantor shall not exercise the right described in subsection paragraph (b) above to require non-defaulting Underwriters to purchase the Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterGuarantor, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Securities Normal WITS which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Securities Normal WITS on the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter you do not arrange for the purchase of such SecuritiesNormal WITS, then the Company Guarantor shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Securities Normal WITS on such terms. In the event that, within the respective prescribed periods, you notify the Company Guarantor that you have so arranged for the purchase of such SecuritiesNormal WITS, or the Company Guarantor notifies you that it has so arranged for the purchase of such SecuritiesNormal WITS, you or the Company Guarantor shall have the right to postpone the Time of Delivery Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion that may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such SecuritiesNormal WITS. (Bb) If, after giving effect to any arrangements for the purchase of the Securities Normal WITS of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection (a) above, the aggregate liquidation principal amount of such Securities Normal WITS which remains unpurchased does not exceed one eleventh of the aggregate liquidation principal amount of all the SecuritiesNormal WITS, then the Company Guarantor shall have the right to require each non-defaulting Underwriter to purchase the liquidation principal amount of Securities Normal WITS which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation principal amount of the Securities Normal WITS which such Underwriter agreed to purchase hereunder) of the Securities Normal WITS 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. (Cc) If, after giving effect to any arrangements for the purchase of the Securities Normal WITS of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection (a) above, the aggregate liquidation principal amount of Securities Normal WITS which remains unpurchased exceeds one eleventh of the aggregate liquidation principal amount of all the SecuritiesNormal WITS, or if the Company Guarantor shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Securities Normal WITS of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterGuarantor, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its defaulthereunder on such date, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained hereinherein at such Closing Date or such Option Closing Date, as applicable. If within thirty-thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Company Guarantor shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company Guarantor that you have so arranged for the purchase of such Trust Preferred Securities, or the Company Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Company Guarantor shall have the right to postpone such Closing Date or such Option Closing Date, as the Time of Delivery case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (Bb) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection paragraph (a) above, the aggregate liquidation principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation principal amount of all the SecuritiesTrust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicable, then the Company Guarantor shall have the right to require each non-defaulting Underwriter to purchase the liquidation principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation principal amount of the Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities 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. (Cc) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection paragraph (a) above, the aggregate liquidation principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation principal amount of all the SecuritiesTrust Preferred Securities to be purchased at such Closing Date or such Option Closing Date, or if as the Company case may be, the Guarantor shall not exercise the right described in subsection paragraph (b) above to require non-defaulting Underwriters to purchase the Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterGuarantor, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Securities Firm Depositary Shares which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Securities Firm Depositary Shares on the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter you do not arrange for the purchase of such SecuritiesFirm Depositary Shares, then the Company shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Securities Firm Depositary Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such SecuritiesFirm Depositary Shares, or the Company notifies you that it has so arranged for the purchase of such SecuritiesFirm Depositary Shares, you or the Company shall have the right to postpone the Time of Delivery Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion that may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such SecuritiesFirm Depositary Shares. (Bb) If, after giving effect to any arrangements for the purchase of the Securities Firm Depositary Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation principal amount of such Securities Firm Depositary Shares which remains unpurchased does not exceed one eleventh of the aggregate liquidation principal amount of all the SecuritiesFirm Depositary Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the liquidation principal amount of Securities Firm Depositary Shares which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation principal amount of the Securities Firm Depositary Shares which such Underwriter agreed to purchase hereunder) of the Securities Firm Depositary Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (Cc) If, after giving effect to any arrangements for the purchase of the Securities Firm Depositary Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation principal amount of Securities Firm Depositary Shares which remains unpurchased exceeds one eleventh of the aggregate liquidation principal amount of all the SecuritiesFirm Depositary Shares, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Securities Firm Depositary Shares of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterCompany, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof8; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its defaulthereunder at the Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such the Securities on the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the such Time of Delivery Delivery, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (Bb) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection paragraph (a) above, the aggregate liquidation amount number of such Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation amount number of all Securities to be purchased at the SecuritiesTime of Delivery, as applicable, then the Company shall have the right to require each non-defaulting Underwriter to purchase the liquidation amount aggregate number of Securities which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation amount aggregate number of the Securities which such Underwriter agreed to purchase hereunder) of the Securities 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. (Cc) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection paragraph (a) above, the aggregate liquidation amount number of Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation amount number of all the SecuritiesSecurities to be purchased at the Time of Delivery, or if the Company shall not exercise the right described in subsection paragraph (b) above to require non-defaulting Underwriters to purchase the Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterCompany, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its defaulthereunder on the Closing Date or the Option Closing Date, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Company Guarantor shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company Guarantor that you have so arranged for the purchase of such Trust Preferred Securities, or the Company Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Company Guarantor shall have the right to postpone the Time of Delivery Closing Date or the Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion that may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (Bb) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection (a) above, the aggregate liquidation principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation principal amount of all the Trust Preferred Securities, then the Company Guarantor shall have the right to require each non-defaulting Underwriter to purchase the liquidation principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation principal amount of the Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities 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. (Cc) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection (a) above, the aggregate liquidation amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation amount of all the Trust Preferred Securities, or if the Company Guarantor shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterGuarantor, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Company Guarantor shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company Guarantor that you have so arranged for the purchase of such Trust Preferred Securities, or the Company Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Company Guarantor shall have the right to postpone the Time of Delivery Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (Bb) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection paragraph (a) above, the aggregate liquidation principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation principal amount of all the Trust Preferred Securities, then the Company Guarantor shall have the right to require each non-defaulting Underwriter to purchase the liquidation principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation principal amount of the Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities 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. (Cc) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection paragraph (a) above, the aggregate liquidation principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation principal amount of all the Trust Preferred Securities, or if the Company Guarantor shall not exercise the right described in subsection paragraph (b) above to require non-defaulting Underwriters to purchase the Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterGuarantor, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained hereinherein at the Closing Date or the Option Closing Date. If within thirty-thirty six hours after such default by any Underwriter Underwriter, you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to you the Representative to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Time of Delivery Closing Date or the Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (Bb) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection paragraph (a) above, the aggregate liquidation principal amount of such Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the liquidation principal amount of the Securities which such Underwriter agreed to purchase hereunder at the Closing Date or the Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation principal amount of the Securities which such Underwriter agreed to purchase hereunder) of the Securities 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. (Cc) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection paragraph (a) above, the aggregate liquidation principal amount of Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation principal amount of all the SecuritiesSecurities to be purchased at the Closing Date or the Option Closing Date, or if as the case may be, the Company shall not exercise the right described in subsection paragraph (b) above to require non-defaulting Underwriters to purchase the Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligation of the Underwriters to purchase and of the Company to sell the Optional Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterCompany, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Time of Delivery Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion that may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (Bb) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation principal amount of such Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the liquidation principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation principal amount of the Securities which such Underwriter agreed to purchase hereunder) of the Securities 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. (Cc) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation principal amount of Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation principal amount of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterCompany, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof8; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 9 with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (Bb) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount of such Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the liquidation amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation amount of the Securities which such Underwriter agreed to purchase hereunder) of the Securities 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. (Cc) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount of Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation amount of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to the Company and without any liability on the part of the Company to any Underwriter, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its defaulthereunder at the Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion that may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (Bb) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount number of such Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation amount number of all the SecuritiesSecurities to be purchased at the Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the liquidation amount number of Securities which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation amount number of the Securities which such Underwriter agreed to purchase hereunder) of the Securities 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. (Cc) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount number of Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation amount number of all the SecuritiesSecurities to be purchased at the Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterCompany, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof9; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Securities Normal PPS which it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Securities Normal PPS on the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter you do not arrange for the purchase of such SecuritiesNormal PPS, then the Company Guarantor shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Securities Normal PPS on such terms. In the event that, within the respective prescribed periods, you notify the Company Guarantor that you have so arranged for the purchase of such SecuritiesNormal PPS, or the Company Guarantor notifies you that it has so arranged for the purchase of such SecuritiesNormal PPS, you or the Company Guarantor shall have the right to postpone the Time of Delivery Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such SecuritiesNormal PPS. (Bb) If, after giving effect to any arrangements for the purchase of the Securities Normal PPS of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection paragraph (a) above, the aggregate liquidation principal amount of such Securities Normal PPS which remains unpurchased does not exceed one eleventh of the aggregate liquidation principal amount of all the SecuritiesNormal PPS, then the Company Guarantor shall have the right to require each non-defaulting Underwriter to purchase the liquidation principal amount of Securities Normal PPS which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation principal amount of the Securities Normal PPS which such Underwriter agreed to purchase hereunder) of the Securities Normal PPS 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. (Cc) If, after giving effect to any arrangements for the purchase of the Securities Normal PPS of a defaulting Underwriter or Underwriters by you and the Company Guarantor as provided in subsection paragraph (a) above, the aggregate liquidation principal amount of Securities Normal PPS which remains unpurchased exceeds one eleventh of the aggregate liquidation principal amount of all the SecuritiesNormal PPS, or if the Company Guarantor shall not exercise the right described in subsection paragraph (b) above to require non-defaulting Underwriters to purchase the Securities Normal PPS of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterGuarantor, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (Aa) If any Underwriter shall default in its obligation to purchase the Securities which Depositary Shares that it has agreed to purchase hereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Securities Depositary Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such SecuritiesDepositary Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities Depositary Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such SecuritiesDepositary Shares, or the Company notifies you that it has so arranged for the purchase of such SecuritiesDepositary Shares, you or the Company shall have the right to postpone the a Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such SecuritiesDepositary Shares. (Bb) If, after giving effect to any arrangements for the purchase of the Securities Depositary Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount number of such Securities which Depositary Shares that remains unpurchased does not exceed one one-eleventh of the aggregate liquidation amount number of all the SecuritiesDepositary Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the liquidation amount number of Securities which Depositary Shares that such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation amount number of the Securities which Depositary Shares that such Underwriter agreed to purchase hereunder) of the Securities Depositary Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (Cc) If, after giving effect to any arrangements for the purchase of the Securities Depositary Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount number of Securities which such Depositary Shares that remains unpurchased exceeds one one-eleventh of the aggregate liquidation amount number of all the SecuritiesDepositary Shares, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Securities Depositary Shares of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to or the Company and without any liability on the part of the Company to any UnderwriterCompany, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.