Common use of Default by a Purchaser Clause in Contracts

Default by a Purchaser. (a) If any Purchaser shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Notes, then the Issuers 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 Notes on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Notes, or the Issuers notify you that they have so arranged for the purchase of such Notes, you or the Issuers 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 Offering Memorandum, or in any other documents or arrangements, and the Issuers agree to prepare promptly any amendments to the Offering Memorandum which in your opinion may thereby be made necessary. The term "Purchaser" 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 Notes. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Notes, then the Issuers shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Notes which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Notes which such Purchaser agreed to purchase hereunder) of the Notes of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, or if the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Notes of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Issuers, except for the expenses to be borne by the Issuers and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

Default by a Purchaser. (a) If any Purchaser purchasing Notes in a syndicate of two or more Purchasers shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder, you and if the Notes with respect to which such default relates do not (after giving effect to arrangements, if any, made by the related Representative(s) pursuant to subsection (b) below) exceed 10% of the aggregate principal amount of any issue of Notes, the Notes to which the default relates shall be purchased by the non-defaulting Purchaser(s). (b) In the event that such default relates to more than 10% of the aggregate principal amount of the Notes, the Representative(s) may in your its discretion arrange for you itself or for another party Agent or other parties Agent(s) to purchase such Notes Notes, to which such default relates on the terms contained herein. If In the event that within thirty-six hours five calendar days after such a default by any Purchaser you do such Representative(s) does not arrange for the purchase of the Notes to which such Notesdefault relates as provided in this Section 10, then the Issuers related Terms Agreement shall be entitled thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in such Terms Agreement and herein) or the Purchasers, but nothing in this Agreement shall relieve a defaulting Purchaser of its liability, if any, to a further period of thirty-six hours within which to procure another party or the other parties satisfactory to you to purchase such Notes on such terms. Purchasers and the Company for damages occasioned by its default hereunder. (c) In the event that, within that the respective prescribed periods, you notify Notes to which the Issuers. that you have so arranged for default relates are to be purchased by the purchase of such Notesnon-defaulting Purchaser(s), or are to be purchased by another Agent or Agent(s) as aforesaid, the Issuers notify you that they have so arranged for the purchase of such Notes, you Purchasers or the Issuers Company shall have the right to postpone the Time of Delivery for a period of not more than seven daysapplicable Settlement Date, in order to effect whatever changes may thereby be made necessary in the Offering Memorandum, Registration Statement or the Prospectus or in any other documents or and arrangements, and the Issuers agree Company agrees to prepare file promptly any amendments amendment or supplement to the Offering Memorandum which Registration Statement or the Prospectus which, in your the reasonable opinion of counsel for the Purchasers, may thereby be made necessarynecessary or advisable. The term "“Purchaser" ” as used in this Agreement shall include any person party substituted under this Section 10 with like effect as if such person it had originally been a party to this the related Terms Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Notes, then the Issuers shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Notes which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Notes which such Purchaser agreed to purchase hereunder) of the Notes of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, or if the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Notes of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Issuers, except for the expenses to be borne by the Issuers and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

Default by a Purchaser. (a) If any Purchaser shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Notes, then the Issuers 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 Notes on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Notes, or the Issuers notify you that they have so arranged for the purchase of such Notes, you or the Issuers 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 Time of Sale Information, the Offering Memorandum, or in any other documents or arrangements, and the Issuers agree to prepare promptly any amendments to the Time of Sale Information or the Offering Memorandum which in your opinion may thereby be made necessary. The term "Purchaser" 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 Notes. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Notes, then the Issuers shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Notes which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Notes which such Purchaser agreed to purchase hereunder) of the Notes of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, or if the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Notes of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Issuers, except for the expenses to be borne by the Issuers and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 9 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

Default by a Purchaser. (a) If any one or more Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its obligation or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Purchasers) the Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the Notes which it has agreed to purchase hereunderaggregate amount of Securities set forth in Schedule I hereto, you may in your discretion arrange for you or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Notes, then the Issuers 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 Notes on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Notes, or the Issuers notify you that they have so arranged for the purchase of such Notes, you or the Issuers remaining Purchasers shall have the right to postpone purchase all, but shall not be under any obligation to purchase any, of the Time Securities, and if such nondefaulting Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Purchaser, the Issuers or the Guarantors. In the event of Delivery a default by any Purchaser as set forth in this Section 10, the Closing Date shall be postponed for a period of such period, not more than seven daysexceeding five Business Days, as the Representative shall determine in order to effect whatever that the required changes may thereby be made necessary in the Disclosure Package and the Final Offering Memorandum, Circular or in any other documents or arrangements, and the Issuers agree to prepare promptly any amendments to the Offering Memorandum which in your opinion arrangements may thereby be made necessaryeffected. The term "Purchaser" as used Nothing contained in this Agreement shall include relieve 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 Notes. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) aboveof its liability, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Notes, then the Issuers shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Notes which such Purchaser agreed to purchase hereunder and, in additionif any, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Notes which such Purchaser agreed to purchase hereunder) of the Notes of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, or if the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Notes of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Issuers, except the Guarantors and any nondefaulting Purchaser for the expenses to be borne damages occasioned by the Issuers and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its defaultdefault hereunder.

Default by a Purchaser. (a) If any one or more Purchasers shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its obligation or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Securities set forth opposite their names in Schedule A hereto bears to the aggregate amount of Offered Securities set forth opposite the names of all the remaining Purchasers) the Offered Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the Notes which it has agreed to purchase hereunderaggregate amount of Offered Securities set forth in Schedule A hereto, you may in your discretion arrange for you or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Notes, then the Issuers 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 Notes on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Notes, or the Issuers notify you that they have so arranged for the purchase of such Notes, you or the Issuers remaining Purchasers shall have the right to postpone purchase all, but shall not be under any obligation to purchase any, of the Time Offered Securities, and if such nondefaulting Purchasers do not purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Purchasers or the Company. In the event of Delivery a default by any Purchaser as set forth in this Section 13, the Closing Date shall be postponed for a period of such period, not more than seven daysexceeding five Business Days, in order to effect whatever as Salomon Smith Barney Inc. and Credit Suisse First Boston LLC shall detxxxxxx xx xxxex xxxx the required changes may thereby be made necessary in the Final Offering Memorandum, Document or in any other documents or arrangementsarrangements may be effected. Nothing contained in its Agreement shall relieve any defaulting Purchaser of its liability, and the Issuers agree to prepare promptly any amendments if any, to the Offering Memorandum which in your opinion may thereby be made necessaryCompany or any nondefaulting Purchaser for damages occasioned by its default hereunder. The term "Purchaser" as used Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in this Agreement shall include the Borough of Manhattan in The City of New York in any person substituted under this Section with like effect as if such person had originally been a party suit or proceeding arising out of or relating to this Agreement with respect to such Notes. (b) Ifor the transactions contemplated hereby. [Remainder of Page Intentionally Left Blank] [Signature Page Immediately Follows] Very truly yours, after giving effect to any arrangements for the purchase ANR PIPELINE COMPANY By: /s/ GREG G. GRUBER ------------------------------------ Name: Greg G. Gruber Title: Senixx Xxxx Xxxxxxent, Chief Financial Officer and Treasurer The foregoing Purchase Agreement is hereby confirmed and accepted as of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Notes, then the Issuers shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Notes which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Notes which such Purchaser agreed to purchase hereunder) of the Notes of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, or if the Issuers shall not exercise the right described in subsection (b) date first above to require non-defaulting Purchasers to purchase Notes of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Issuers, except for the expenses to be borne by the Issuers and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.written. SALOMON SMITH BARNEY INC. CREDIT SUISSE FIRST BOSTON LLC ABN AMRO INCOXXXXXXXX XXXX XX XXXRICA SECURITIES LLC BNP PARIBAS SECURITIES CORP. J.P. MORGAN SECURITIES INC. By: Salomon Smith Barney Inc. By: /s/ XXXX XXXXKEY -------------------------------- Name: Paul Shxxxxx Xitle: Vice President SCHEDULE A

Default by a Purchaser. (a) If any Purchaser shall default in its obligation to purchase the Notes Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Notes Securities on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such NotesSecurities, then the Issuers 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 Notes Securities on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such NotesSecurities, or the Issuers notify you that they have so arranged for the purchase of such NotesSecurities, you or the Issuers 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 Offering MemorandumCircular, or in any other documents or arrangements, and the Issuers agree to prepare promptly any amendments to the Offering Memorandum Circular which in your opinion may thereby be made necessary. The term "Purchaser" 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 Notes. (b) Securities. If, after giving effect to any arrangements for the purchase of the Notes Securities of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Notes Securities which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the NotesSecurities, then the Issuers shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Notes Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Notes Securities which such Purchaser agreed to purchase hereunder) of the Notes Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. (c) . If, after giving effect to any arrangements for the purchase of the Notes Securities of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Notes Securities which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the NotesSecurities, or if the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Notes Securities of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Issuers, except for the expenses to be borne by the Issuers and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

Default by a Purchaser. If on the Closing Date any one or more Purchasers shall fail to purchase and pay for any of the Firm Securities agreed to be purchased by such Purchaser or Purchasers hereunder and the aggregate principal amount of Firm Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of Firm Securities that the Purchasers are obligated to purchase and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, then the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Purchasers, or any other purchasers, to purchase all, but not less than all of the unsold Firm Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then the non-defaulting Purchasers shall be obligated severally to take up and pay for (ain the respective proportions which the principal amount of Firm Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Firm Securities set forth opposite the names of all the non-defaulting Purchasers) the Firm Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase. If any Purchaser shall or Purchasers so default in its obligation and the aggregate principal amount of Firm Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Firm Securities that the defaulting Purchaser is obligated to purchase the Notes which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such NotesFirm Securities by other persons are not made within 36 hours after such default, then the Issuers 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 Notes on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Notes, or the Issuers notify you that they have so arranged for the purchase of such Notes, you or the Issuers 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 Offering Memorandum, or in any other documents or arrangements, and the Issuers agree to prepare promptly any amendments to the Offering Memorandum which in your opinion may thereby be made necessary. The term "Purchaser" 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 Notes. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Notes, then the Issuers shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Notes which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Notes which such Purchaser agreed to purchase hereunder) of the Notes of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, or if the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Notes of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, will terminate without liability on the part of any non-defaulting Purchaser or the IssuersCompany, except for the expenses to be borne by the Issuers and the Purchasers as provided in Section 6 hereof 11. If, on the Additional Closing Date, any one or more Purchasers shall fail to purchase and pay for any of the Option Securities agreed to be purchased by such Purchaser or Purchasers hereunder and the indemnity and contribution agreements aggregate principal amount of Option Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of Option Securities that the Purchasers to be purchased on the Additional Closing Date, the non-defaulting Purchasers shall have the option to (a) terminate their obligation hereunder to purchase the Option Securities to be sold on the Additional Closing Date or (b) purchase not less than the principal amount of Option Securities that such non-defaulting Purchasers would have been obligated to purchase in Section 8 hereof; but nothing herein the absence of such default. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing contained in this Agreement shall relieve a any defaulting Purchaser from liability of its liability, if any, to the Company and any non-defaulting Purchaser for damages occasioned by its defaultdefault hereunder.

Default by a Purchaser. (a) If any Purchaser shall default in its obligation to purchase the Notes Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Notes Securities on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such NotesSecurities, then the Issuers Issuer 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 Notes Securities on such terms. In the event that, within the respective prescribed periods, you notify the IssuersIssuer. that you have so arranged for the purchase of such NotesSecurities, or the Issuers Issuer notify you that they have so arranged for the purchase of such NotesSecurities, you or the Issuers Issuer 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 Offering Memorandum, or in any other documents or arrangements, and the Issuers Issuer agree to prepare promptly any amendments to the Offering Memorandum which in your opinion may thereby be made necessary. The term "Purchaser" 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 Notes. (b) Securities. If, after giving effect to any arrangements for the purchase of the Notes Securities of a defaulting Purchaser or Purchasers by you and the Issuers Issuer as provided in subsection (a) above, the aggregate original principal amount of such Notes Securities which remains unpurchased does not exceed one-tenth of the aggregate original principal amount of all the NotesSecurities, then the Issuers Issuer shall have the right to require each non-defaulting Purchaser to purchase the original principal amount of Notes Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the original principal amount of Notes Securities which such Purchaser agreed to purchase hereunder) of the Notes Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. (c) . If, after giving effect to any arrangements for the purchase of the Notes Securities of a defaulting Purchaser or Purchasers by you and the Issuers Issuer as provided in subsection (a) above, the aggregate original principal amount of Notes Securities which remains unpurchased exceeds one-tenth of the aggregate original principal amount of all the NotesSecurities, or if the Issuers Issuer shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Notes Securities of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the IssuersIssuer, except for the expenses to be borne by the Issuers Issuer and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

Default by a Purchaser. If either Purchaser shall fail to purchase and pay for any of the Privately Offered Certificates agreed to be purchased by such Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its obligations under this Agreement, the remaining Purchaser shall be obligated to take up and pay for the Privately Offered Certificates that the defaulting Purchaser agreed but failed to purchase; provided, however, that in the event that the initial principal amount or notional amount, as the case may be, of Privately Offered Certificates that the defaulting Purchaser agreed but failed to purchase shall exceed 10% of (a) If any the aggregate Class Principal Balance of the Class F, Class G and Class H Certificates set forth in Schedule I hereto or (b) the Class Notional Amount of the Class X Certificates set forth in Schedule I hereto, as the case may be, the remaining Purchaser shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Notes, then the Issuers 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 Notes on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Notes, or the Issuers notify you that they have so arranged for the purchase of such Notes, you or the Issuers shall have the right to postpone purchase all, but shall not be under any obligation to purchase any, of the Time Privately Offered Certificates, and if such nondefaulting Purchaser does not purchase all of Delivery the Privately Offered Certificates, this Agreement will terminate without liability to the nondefaulting Purchaser or MCFI. In the event of a default by any Purchaser as set forth in this Section 8, the Closing Date for a period of the Privately Offered Certificates shall be postponed for such period, not more than exceeding seven days, as the nondefaulting Purchaser shall determine in order to effect whatever that the required changes may thereby be made necessary in the Offering Memorandum, Private Placement Memorandum or in any other documents or arrangements, and the Issuers agree to prepare promptly any amendments to the Offering Memorandum which in your opinion arrangements may thereby be made necessaryeffected. The term "Purchaser" as used Nothing contained in this Agreement shall include (x) relieve any person substituted under this Section with like effect as defaulting Purchaser of its liability, if such person had originally been a party any, to this Agreement with respect to such Notes. (b) If, after giving effect MCFI and to any arrangements nondefaulting Purchaser for the purchase of the Notes of a defaulting damages occasioned by its default hereunder or (y) relieve any Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-tenth Purchaser's obligations under the Agreement Among Underwriters, dated as of October 30, 1996, between the aggregate principal amount of all Purchasers (the Notes"Agreement Among Underwriters"), then the Issuers shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Notes which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Notes which such Purchaser agreed to purchase hereunder) of the Notes of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, or if the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Notes of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminateincluding, without liability on the part of any non-defaulting Purchaser or the Issuerslimitation, except for the expenses to be borne by the Issuers those set forth in Sections 5(b) and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default5(c) thereof.