Common use of Default of One or More of the Several Underwriters Clause in Contracts

Default of One or More of the Several Underwriters. If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date. If any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4, 6, 7 and 8 hereof shall at all times be effective and shall survive such termination. In any such case either the Underwriters or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 16. Any action taken under this Section 17 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If If, on any Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Stock that it or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of Securities shares of Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of shares of the Securities Stock to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Securities Firm Stock set forth opposite their respective names on Schedule A bears to the aggregate number of Securities shares of Firm Stock set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the such date. If, on any Closing Date. If , as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Stock and the aggregate number of Securities shares of Stock with respect to which such default occurs exceeds 10% of the aggregate number of Securities shares of Stock to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriters Representatives, the Selling Stockholder and the Company for the purchase of such Securities Stock are not made within 48 hours after such default, this Agreement (or, with respect to any Option Stock Closing Date, the obligation of the Underwriters to purchase, and of the Selling Stockholder to sell, the Option Stock) shall terminate without liability of any party to any other party except that the provisions of Sections 4, Section 6, 7 Section 8, Section 9 and 8 hereof Section 10 shall at all times be effective and shall survive such termination. In any such case either the Underwriters Representatives or the Company shall have the right to postpone the any Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1611. Any action taken under this Section 17 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If If, on any Delivery Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Common Shares that it or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Securities Firm Common Shares set forth opposite their respective names on Schedule A 1 bears to the aggregate number of Securities Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing such date. If, on any Delivery Date. If , any one or more of the Underwriters shall fail or refuse to purchase Securities Common Shares and the aggregate number of Securities Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Securities Common Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriters Representatives and the Company for the purchase of such Securities Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections Section 4, 6, 7 Section 6 and 8 hereof Section 9 shall at all times be effective and shall survive such termination. In any such case either the Underwriters Representatives or the Company shall have the right to postpone the Closing Date, as the case may be, Delivery Date but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 167. Any action taken under this Section 17 7 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Debt Securities that it or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number principal amount of Securities Debt Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Securities Debt Securities, to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number aggregate principal amounts of the Debt Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of the Debt Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters Lead Managers with the consent of the non-defaulting Underwriters, to purchase the such Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date. If , any one or more of the Underwriters shall fail or refuse to purchase such Debt Securities and the aggregate number principal amount of such Debt Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of the Debt Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriters Lead Managers and the Company Issuer for the purchase of such Debt Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections Section 4, Section 6, 7 Section 9 and 8 Section 10 hereof shall at all times be effective and shall survive such termination. In any such case either the Underwriters Lead Managers or the Company Issuer shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1611. Any action taken under this Section 17 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date. If , any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate number principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriters Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4, 6, 7 Section 5 and 8 hereof Section 9 shall at all times be effective and shall survive such termination. In any such case either the Underwriters Representatives or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1610. Any action taken under this Section 17 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number total principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number total principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number total principal amount of Securities set forth opposite their respective names on Schedule A bears to the aggregate number total principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date. If , any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate number total principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate number total principal amount of Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriters Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections Section 4, Section 6, 7 Section 8 and 8 hereof Section 9 shall at all times be effective and shall survive such termination. In any such case either the Underwriters Representatives or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1610. Any action taken under this Section 17 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If If, on the Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares that it or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters BAS with the consent of the non-defaulting Underwriters, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date. If Date any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and the aggregate number of Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Securities Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriters BAS and the Company Selling Stockholder for the purchase of such Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections Section 4, Section 6, 7 Section 8 and 8 hereof Section 9 shall at all times be effective and shall survive such termination. In any such case either the Underwriters BAS or the Company shall have the right to postpone the Closing Date, as the case may be, Date but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1610. Any action taken under this Section 17 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Common Shares that it or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, and in the proportions that the number of Securities Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Securities Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date. If , any one or more of the Underwriters shall fail or refuse to purchase Securities Common Shares and the aggregate number of Securities Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Securities Common Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriters Representatives and the Company for the purchase of such Securities Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4, 6, 7 8 and 8 hereof 10 shall at all times be effective and shall survive such termination. In any such case either the Underwriters Representatives or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1611. Any action taken under this Section 17 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If If, on the Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of Securities principal amount which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Securities set forth opposite their respective names on Schedule A 1 bears to the aggregate number principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date. If , any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate number principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriters Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4Section 7, 6Section 9, 7 and 8 hereof Section 12 shall at all times be effective and shall survive such termination. In any such case either the Underwriters Representatives or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1611. Any action taken under this Section 17 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If If, on the Closing Date or any Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters Representatives with the consent of the non-defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date. If Date or any Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriters Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4, 68, 7 9 and 8 hereof 17 shall at all times be effective and shall survive such termination. In any such case case, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Date, as the case may beDate or any applicable Date of Delivery, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1610. Any action taken under this Section 17 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on at the Closing DateTime, and the aggregate number of Securities which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters, to purchase the principal amount of Securities which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on at the Closing DateTime. If any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate number principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on at the Closing DateTime, and arrangements satisfactory to the Underwriters and the Company Partnership for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4, 6, 7 7, 8 and 8 16 hereof shall at all times be effective and shall survive such termination. In any such case either the Underwriters or the Company Partnership shall have the right to postpone the Closing DateTime, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 16. Any action taken under this Section 17 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date. If any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4, 6, 7 8 and 8 9 hereof shall at all times be effective and shall survive such termination. In any such case either the Underwriters or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1618. Any action taken under this Section 17 18 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Securities set forth opposite their respective names on Schedule A I bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date. If , any one or more of the Underwriters shall fail or refuse to purchase the Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriters Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections Section 4, 6Section 7, 7 Section 9, Section 10 and 8 hereof Section 20 shall at all times be effective and shall survive such termination. In any such case either the Underwriters Representatives or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1611. Any action taken under this Section 17 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If any one or more of the several Underwriters shall fail or refuse to purchase Securities Notes that it or they have agreed to purchase hereunder on at the Closing DateTime, and the aggregate number principal amount of Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Securities Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Securities Notes set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Securities Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If any one or more of the Underwriters shall fail or refuse to purchase Securities Notes and the aggregate number principal amount of Securities Notes with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Securities Notes to be purchased on at the Closing DateTime, and arrangements satisfactory to the Underwriters and the Company Issuers for the purchase of such Securities Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any party (other than defaulting Underwriters) to any other party except that the provisions of Sections 4, 6, 6 and 7 and 8 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Underwriters or the Company Issuers shall have the right to postpone the Closing DateTime, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Disclosure Package or Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1610. Any action taken under this Section 17 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If If, on the Closing Date, all of the conditions set forth in Section 6 have been satisfied and any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Datesuch date, and the aggregate number amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective names on Schedule A I bears to the aggregate number amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date. If , all of the conditions set forth in Section 6 have been satisfied and any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate number amount of Securities with respect to which such default occurs exceeds 10% of the aggregate number amount of Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriters Representatives, the Selling Stockholder and the Company for the purchase of such Securities are not made within 48 hours after such defaultdefault or such longer period as specified in the next sentence, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4Section 5(i), 6, 7 Section 8 and 8 hereof in Section 15 shall at all times be effective and shall survive such termination. In any such case either any of the Underwriters Representatives, the Selling Stockholder or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 169. Any action taken under this Section 17 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.