Common use of Default by an Underwriter Clause in Contracts

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities 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 II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If the Underwriters' obligations to purchase Securities pursuant to Section 3 hereof are several and not joint and if any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementAgreement and unless otherwise provided in Schedule I hereto, the remaining Underwriters of that series of Securities 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 II hereto for that particular series of Securities bears bear to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay the Securities which it or they are obligated to purchase under the Agreement (the “Defaulted Securities”), then you shall have the right, within 36 hours thereafter, to make arrangements for any one or more of the Securities agreed to be purchased by such Underwriter non-defaulting Underwriters, or Underwriters hereunder and such failure any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, by the end of such 36 hours you shall constitute a default in not have completed such arrangements for the performance purchase of its or their obligations under this Agreement, all the remaining Underwriters of that series of Defaulted Securities shall be obligated severally to take up and pay for then: (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to a) if the aggregate amount of such Defaulted Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount of the Securities to be purchased pursuant to the Terms Agreement, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (b) if the aggregate amount of Defaulted Securities exceeds 10% of the aggregate amount of the Securities set forth in Schedule II heretoto be purchased pursuant to the Terms Agreement, the remaining Underwriters Agreement shall have terminate, without any liability on the right to purchase allpart of any non-defaulting Underwriter, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Company or the CompanyGuarantor. In the event of a default by any Underwriter or Underwriters as set forth in this Section 710, either you or the Company or the Guarantor shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding seven days, as the Representatives shall determine days in order that the any required changes in the Registration Statement and the Final or Prospectus or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement Section 10 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to any default of such Underwriter under the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderAgreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyChevron. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters or the Representatives, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Chevron and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay the Securities which it or they are obligated to purchase under the Agreement (the “Defaulted Securities”), then you shall have the right, within 36 hours thereafter, to make arrangements for any one or more of the Securities agreed to be purchased by such Underwriter non-defaulting Underwriters, or Underwriters hereunder and such failure any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, by the end of such 36 hours you shall constitute a default in not have completed such arrangements for the performance purchase of its or their obligations under this Agreement, all the remaining Underwriters of that series of Defaulted Securities shall be obligated severally to take up and pay for then: (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to a) if the aggregate amount of such Defaulted Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount of the Securities to be purchased pursuant to the Terms Agreement, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (b) if the aggregate amount of Defaulted Securities exceeds 10% of the aggregate amount of the Securities set forth in Schedule II heretoto be purchased pursuant to the Terms Agreement, the remaining Underwriters Agreement shall have terminate, without any liability on the right to purchase all, but shall not be under part of any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter or Underwriters as set forth in this Section 710, either you or the Company shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding seven days, as the Representatives shall determine days in order that the any required changes in the Registration Statement and the Final or Prospectus or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement Section 10 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to any default of such Underwriter under the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderAgreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities 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 II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities 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 II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany other than as contemplated by Sections 5(j), 7 and 8 hereunder. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Purchased Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Purchased Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Purchased Securities set forth opposite the names of all the remaining Underwriters) the Purchased Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Purchased Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Purchased Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Purchased Securities, and if such nondefaulting Underwriters do not purchase all the Purchased Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyAirTouch. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company AirTouch and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Securities; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Securities and arrangements for the Securitiespurchase of such Securities satisfactory to the Company and the Representatives are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Notes set forth opposite their names in Schedule II hereto for that particular series of Securities the Terms Agreement bears to the aggregate amount of such Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that if the aggregate amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of all of the Securities Notes set forth in Schedule II heretothe Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting Underwriters do not purchase all the SecuritiesNotes, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Seller or the CompanyCOAF. In the event of a default by any Underwriter as set forth in this Section 716, the Closing Date shall be postponed for such periodperiod as is mutually agreeable to COAF, not exceeding seven days, as the Seller and the Representatives shall determine (with all parties hereto agreeing that time is of the essence) in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Seller, COAF and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Purchased Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities the Purchased Bonds set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities the Purchased Bonds set forth opposite the names of all the remaining Underwriters) the Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount principal amounts of Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Purchased Bonds set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesPurchased Bonds, and if such nondefaulting Underwriters do not purchase all the SecuritiesPurchased Bonds, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities and Guarantees agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities and Guarantees set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities and Guarantees set forth opposite the names of all the remaining Underwriters) the Securities and Guarantees which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities and Guarantees which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities and Guarantees set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesSecurities and Guarantees, and if such nondefaulting Underwriters do not purchase all the SecuritiesSecurities and Guarantees, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Purchased Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Purchased Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Purchased Securities set forth opposite the names of all the remaining Underwriters) the Purchased Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Purchased Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Purchased Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Purchased Securities, and if such nondefaulting Underwriters do not purchase all the Purchased Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay the Securities which it or they are obligated to purchase under the Agreement (the “Defaulted Securities”), then you shall have the right, within 36 hours thereafter, to make arrangements for any one or more of the Securities agreed to be purchased by such Underwriter non-defaulting Underwriters, or Underwriters hereunder and such failure any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, by the end of such 36 hours you shall constitute a default in not have completed such arrangements for the performance purchase of its or their obligations under this Agreement, all the remaining Underwriters of that series of Defaulted Securities shall be obligated severally to take up and pay for then: (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to a) if the aggregate amount of such Defaulted Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount of the Securities to be purchased pursuant to the Terms Agreement, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (b) if the aggregate amount of Defaulted Securities exceeds 10% of the aggregate amount of the Securities set forth in Schedule II hereto, to be purchased pursuant to the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the SecuritiesTerms Agreement, this Agreement will terminate agreement shall terminate, without any liability to on the part of any nondefaulting non-defaulting Underwriter or the CompanyCompany and the Guarantor. In the event of a default by any Underwriter or Underwriters as set forth in this Section 710, either you or the Company or the Guarantor shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding seven days, as the Representatives shall determine days in order that the any required changes in the Registration Statement and the Final or Prospectus or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement Section 10 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to any default of such Underwriter under the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderAgreement.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Firm Shares or Additional Shares hereunder, and if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by the Underwriters pursuant to Subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares or Additional Shares, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions Firm Shares or Additional Shares which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase; provided, however, that purchase shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters. (b) In the event that such default relates to more than 10% of the aggregate amount of Securities which Firm Shares or Additional Shares, as the case may be, the Underwriters may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of such Firm Shares or Additional Shares, as the aggregate amount of all of case may be, to which such default relates on the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Companyterms contained herein. In the event that within five calendar days after such a default the Underwriters do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement, or in the case of a default by any Underwriter as set forth in this Section 7with respect to the Additional Shares, the Closing Date obligations of the Underwriters to purchase and of the Company to sell the Additional Shares, shall be postponed for such periodthereupon terminate, not exceeding seven dayswithout liability on the part of the Company with respect thereto (except in each case as provided in Section 5, as 7(a) and 8 hereof) or the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained Underwriters, but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company and any nondefaulting Underwriter for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Underwriters or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be, for a period not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares or Additional Shares.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities Notes set forth opposite their names in Schedule II I hereto for that particular series of Securities bears bear to the aggregate principal amount of such Securities the Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such date; provided, however, that in the event that the aggregate principal amount of Securities the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II heretoNotes to be purchased, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Notes; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Notes and arrangements for the Securitiespurchase of such Notes satisfactory to the Company and the Representatives are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Underwriter failed to purchase, which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which that the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that that, in the event that the aggregate amount of Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed ten percent (10% %) of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and and, if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company, the Operating Partnership or the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Operating Partnership, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any the Securities which it is obligated to purchase under this Agreement (the “Defaulted Securities”), the other Underwriters (the “non-defaulting Underwriters”) shall have the right, within 24 hours thereafter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriters shall not have completed such purchase within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased by on such Underwriter or date, the non-defaulting Underwriters hereunder and such failure to purchase shall constitute a default be obligated, severally, in the performance of its or their obligations under this Agreement, proportion to the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of the Securities set forth opposite their respective names in on Schedule II hereto for that particular series of Securities A bears to the aggregate principal amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the remaining Representatives with the consent of the non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed the full amount thereof, or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of all Securities to be purchased on such date, this Agreement shall terminate without liability on the part of the Securities set forth non-defaulting Underwriters. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in Schedule II heretorespect of its default. In the event of any such default which does not result in a termination of this Agreement, either the remaining Underwriters (i) non-defaulting Underwriter or (ii) the Company shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, postpone the Closing Date shall be postponed Time for such period, a period not exceeding seven days, as the Representatives shall determine days in order that the to effect any required changes in the Registration Statement and Statement, the Final General Disclosure Package or the Prospectus or in any other documents or arrangements may be effectedarrangements. Nothing contained in As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderSection 10.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and pay for any if the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the Securities agreed number of Firm Shares or Additional Shares, the Firm Shares or Additional Shares to which the default relates shall be purchased by such Underwriter or the non-defaulting Underwriters hereunder and such failure in proportion to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount numbers of Securities Firm Shares set forth opposite their respective names in Schedule II I hereto for that particular series of Securities bears bear to the aggregate amount number of such Securities Firm Shares set forth opposite the names of all the remaining non-defaulting Underwriters. (b) In the Securities which event that such default relates to more than 10% of the Firm Shares or Additional Shares, as the case may be, you may in your discretion arrange for yourself or for another party or parties (including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of such Firm Shares or Additional Shares, as the aggregate amount of all of case may be, to which such default relates on the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Companyterms contained herein. In the event that within 5 calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 7with respect to the Additional Shares, the Closing Date obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall be postponed for such periodthereupon terminate, not exceeding seven dayswithout liability on the part of the Company with respect thereto (except in each case as provided in Section 5, as 7(a) and 8 hereof) or the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained Underwriters, but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company and any nondefaulting Underwriter for damages occasioned by its or their default hereunder. (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Underwritten Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount number of such Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that if the aggregate amount number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Underwritten Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the of such Underwritten Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the CompanyCompany except as otherwise provided in Section 7. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date or a Date of Delivery, any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Shares set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Shares set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such nondefaulting Underwriters do not purchase all the SecuritiesShares, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, any Forward Seller, any Forward Purchaser, the Company or the CompanyOperating Partnership. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Operating Partnership, any Forward Seller, any Forward Purchaser and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany other than as set forth in the last sentence of Section 11. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions which that the amount of the Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters Company shall have be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the right non-defaulting Underwriters, as the case may be, to purchase allno less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, but however, the Company shall not be under any obligation to purchase any, have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the Securitiesamount of such Securities to be purchased on such date, and if such nondefaulting Underwriters do not purchase all the Securities, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as to effect any changes that in the Representatives shall determine in order that opinion of counsel for the required changes Company or counsel for the Representative are necessary in the Registration Statement and the Final Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities 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 II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyTransmeta. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Transmeta and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Underwriter failed to purchase which the principal amount of the Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany and Carnival plc. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives and the Company shall determine in order that the required changes in the Registration Statement Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, Carnival plc and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If there is more than one Underwriter party to this Agreement and any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities 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 II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder. For the avoidance of doubt, to the extent there is only a single Underwriter (as contemplated in the first paragraph of this Agreement), the provisions of this Section 9 shall be deemed to be deleted from this Agreement and shall have no force or effect.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II Schedules II-A and II-B hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II Schedules II-A and II-B hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the principal amount of Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such principal amount of Securities, and if such nondefaulting Underwriters do not purchase all the of such principal amount of Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyObligors. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Obligors and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Underwritten Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Underwritten Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this the Underwriting Agreement, the remaining Underwriters of that series of Securities 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 II hereto for that particular series of Securities I to the Underwriting Agreement bears to the aggregate amount of such Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase (less such aggregate amount of Offered Securities as are purchased by substituted underwriters selected by the Managers with the approval of the Company or selected by the Company with the approval of the Managers) shall exceed 10% of the aggregate amount of all of the Offered Securities set forth in such Schedule II heretoI, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this the Underwriting Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany (except as otherwise provided in subsection (f) of Section 3). In the event of a default by any an Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as the Representatives Company and the Managers shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this the Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderthereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Capital Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Capital Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount number of such Capital Securities set forth opposite the names of all the remaining Underwriters) the Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Capital Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Capital Securities; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Capital Securities and arrangements for the Securitiespurchase of such Capital Securities satisfactory to the Trust and the Guarantor and the Representatives are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting Underwriter or Underwriter, the CompanyTrust and the Guarantor. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Trust or the Guarantor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of the Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate terminate, without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date or the Option Closing Date, as the case may be, shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such date; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the SecuritiesSecurities to be purchased on the Closing Date, this Agreement will terminate without liability to any nondefaulting Underwriter or the Companyany Apollo Party. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any Apollo Party or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, and the remaining Underwriters of that series aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall not exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that . If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the event that performance of its or their obligations under this Agreement, and the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, and arrangements satisfactory to the remaining Underwriters shall have Representatives and the right to Company for the purchase all, but shall not be under any obligation to purchase any, of such Securities by one or more of the Securities, non-defaulting Underwriters or other party or parties approved by the Representatives and if the Company are not made within 36 hours after such nondefaulting Underwriters do not purchase all the Securitiesdefault, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysBusiness Days, as the Representatives shall determine in order that the required changes in the Registration Statement Statement, the Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any all of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities Depositary Shares in respect of Firm Shares set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount number of such Securities Depositary Shares in respect of Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Delivery Date; provided, however, that in the event that the aggregate amount number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date shall exceed 10% of the aggregate amount of all number of the Securities set forth in Schedule II heretoShares, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all the SecuritiesShares, this Agreement (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriters or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing particular Delivery Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Underwritten Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount number of such Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that if the aggregate amount number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Underwritten Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Underwritten Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the of such Underwritten Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the CompanyCompany except as otherwise provided in Section 8. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven (7) days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions which that the amount of the Securities set forth opposite their names in Schedule II I(A) hereto for that particular series of Securities bears to the aggregate amount of such the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I(A) hereto, the remaining Underwriters Company and the Selling Stockholders shall have be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the right non-defaulting Underwriters, as the case may be, to purchase allno less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, but however, the Company and the Selling Stockholders shall not be under any obligation to purchase any, have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the Securitiesamount of such Securities to be purchased on such date, and if such nondefaulting Underwriters do not purchase all the Securities, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the CompanyCompany and the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 711, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as to effect any changes that in the Representatives shall determine in order that opinion of counsel for the required changes Company and the Selling Stockholders or counsel for the Representative are necessary in the Registration Statement and the Final Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (i) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; (ii) provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyIssuers. In the event of a default by any Underwriter as set forth in clause (ii) of this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative and Company shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Securitization Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining nondefaulting Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Securitization Bonds set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities Securitization Bonds set forth opposite the names of all the remaining Underwriters) the Securities Securitization Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Securitization Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Securitization Bonds set forth in Schedule II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesSecuritization Bonds, and if such nondefaulting Underwriters do not purchase all the SecuritiesSecuritization Bonds, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Issuer or the Company. In the event of a default by any Underwriter as set forth in this Section 712, the Closing Date Time of Purchase shall be postponed for such period, not exceeding seven three days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer and the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Transition Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining nondefaulting Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Transition Bonds set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities Transition Bonds set forth opposite the names of all the remaining Underwriters) the Securities Transition Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Transition Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Transition Bonds set forth in Schedule II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesTransition Bonds, and if such nondefaulting Underwriters do not purchase all the SecuritiesTransition Bonds, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Issuer or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven three days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer and the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Purchased Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities the Purchased Bonds set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities the Purchased Bonds set forth opposite the names of all the remaining Underwriters) the Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount principal amounts of Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Purchased Bonds set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesPurchased Bonds, and if such nondefaulting Underwriters do not purchase all the SecuritiesPurchased Bonds, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder. 10.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount number of such Securities set forth opposite the names of all the remaining Underwriters or in such other proportion as you may specify in accordance with the Citigroup Global Markets Inc. Master Agreement Among Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyFund. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Fund and any nondefaulting Underwriter for damages occasioned by its default hereunder. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Fund, purchases Firm Securities which a defaulting Underwriter agreed, but failed or refused, to purchase.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Underwritten Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Underwritten Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Capital Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Capital Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount number of such Capital Securities set forth opposite the names of all the remaining Underwriters) the Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Capital Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Capital Securities; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Capital Securities and arrangements for the Securitiespurchase of such Capital Securities satisfactory to the Trust and the Guarantor and the Representative are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting Underwriter or Underwriter, the CompanyTrust and the Guarantor. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Trust or the Guarantor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Offered Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities the Offered Notes set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities the Offered Notes set forth opposite the names of all the remaining Underwriters) the Securities Offered Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Offered Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Offered Notes set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesOffered Notes, and if such nondefaulting Underwriters do not purchase all the SecuritiesOffered Notes, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days[five] Business Days, as the Representatives shall determine in order that the any required changes in the Registration Statement, the ADR Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters of that series of Securities shall be obligated severally to take up purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10exceeds 9.09% of the aggregate principal amount of all Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase anypurchase, of the Securitiesin such proportion as may be agreed upon among them, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability Securities to any nondefaulting Underwriter or be purchased by the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.or

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriter, the Issuer or the CompanyGuarantors. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuer and the Guarantors and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions which that the amount of the Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters Company shall have be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the right non-defaulting Underwriters, as the case may be, to purchase allno less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, but however, the Company shall not be under any obligation to purchase any, have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the Securitiesamount of such Securities to be purchased on such date, and if such nondefaulting Underwriters do not purchase all the Securities, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as to effect any changes that in the opinion of counsel for the Company or counsel for the Representatives shall determine in order that the required changes are necessary in the Registration Statement and the Final Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Class B Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Class B Certificates set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities Class B Certificates set forth opposite the names of all the remaining Underwriters) the Securities Class B Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Class B Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Class B Certificates set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesClass B Certificates, and if such nondefaulting Underwriters do not purchase all the SecuritiesClass B Certificates, this Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriter, the Trust or the CompanyTransferor. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Transferor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder on the Closing Date and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Notes set forth opposite their names in Schedule II I with respect to the Closing Date hereto for that particular series of Securities bears to the aggregate amount of such Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Notes set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting Underwriters do not purchase all the SecuritiesNotes, this Agreement the obligations will terminate without liability to of any nondefaulting Underwriter Underwriter, the Issuer, or the Companyany HSBC Entity. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Transferor, HSBC Finance, and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Units that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of the Securities agreed to be purchased by Units that such defaulting Underwriter or Underwriters hereunder and such failure are obligated but fail or refuse to purchase is not more than one-tenth of the aggregate number of the Units that the Underwriters are obligated to purchase on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance proportion that the number of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Firm Units set forth opposite their names its name in Schedule II I hereto for that particular series of Securities bears to the aggregate amount number of such Securities Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the remaining Underwriters) Representatives may specify in accordance with the Securities which Agreement Among Underwriters of Barclays Capital Inc. to purchase the Units that such defaulting Underwriter or Underwriters agreed are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Units that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of Securities Units with respect to which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% such default occurs is more than one-tenth of the aggregate amount number of all of Units that the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right are obligated to purchase all, but shall on the Initial Delivery Date and arrangements satisfactory to the Representatives and the Partnership for the purchase of such Units by one or more non-defaulting Underwriters or other party or parties approved by the Representatives and the Partnership are not be under any obligation to purchase any, of the Securities, and if made within five business days after such nondefaulting Underwriters do not purchase all the Securitiesdefault, this Agreement will terminate without liability to on the part of any nondefaulting Underwriter party hereto (other than the defaulting Underwriter). In any such case that does not result in termination of this Agreement, either the Representatives or the Company. In Partnership shall have the right to postpone the Initial Delivery Date, but in no event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Option Units that it or they are obligated to purchase hereunder on the Option Units Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion that the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of Barclays Capital Inc., to purchase the Option Units that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liabilityany such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, if anyfor all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to the Company and any nondefaulting Underwriter for damages occasioned purchase. Any notice under this Section 9 may be given by its default hereundertelegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default by an Underwriter. If any one or more of the Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Securities all the Notes of the various Classes set forth opposite their names in Schedule II hereto for that particular series of Securities the Prospectus Supplement bears to the aggregate principal amount of such Securities all of the Notes of the various Classes set forth opposite the names name of all the remaining Underwriters) the Securities which Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Notes set forth in Schedule II heretothe Prospectus Supplement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting Underwriters do not purchase all the SecuritiesNotes, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Sponsor or the CompanyDepositor. In the event of a default by any Underwriter as set forth in this Section 720, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement Statement, the Pricing Free Writing Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Sponsor, the Depositor and to any nondefaulting Underwriter for damages occasioned by its default defaulting hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions for each of the Debt Securities which such Underwriter failed to purchase which the amount of the Debt Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Debt Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany and the Guarantors. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives and the Company shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Guarantors and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities 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 II I hereto for that particular series of Securities bears to the aggregate amount of such Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriters or the CompanyCompany other than as provided in Section 11. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities 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 II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company, except that the provisions of Sections 4(B)(a), 4(B)(b), 4(B)(c), 6, 9 and 12 hereof shall at all times be effective and shall survive such termination. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement Statement, the Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities Notes set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities which Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Notes set forth in Schedule II hereto, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Notes are not made within 36 hours after such default, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting Underwriters do not purchase all the SecuritiesNotes, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in the Underwriting Agreement that, pursuant to this Section 9, purchases Notes that a defaulting Underwriter agreed but failed to purchase.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (at the price per share set forth in Section 2(a) and in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Selling Securityholder or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement and no action taken under this paragraph shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Securityholder and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Purchased Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities the Purchased Bonds set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities the Purchased Bonds set forth opposite the names of all the remaining Underwriters) the Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; , provided, however, that in the event that the aggregate principal amount of Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all principal amounts of the Securities Purchased Bonds set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesPurchased Bonds, and if such nondefaulting Underwriters do not purchase all the SecuritiesPurchased Bonds, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Subordinated Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities Subordinated Notes set forth opposite their names in Schedule II III hereto for that particular series of Securities bears to the aggregate principal amount of such Securities Subordinated Notes set forth opposite the names of all the remaining Underwriters) the Securities Subordinated Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Subordinated Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Subordinated Notes set forth in Schedule II III hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesSubordinated Notes, and if such nondefaulting Underwriters do not purchase all the SecuritiesSubordinated Notes, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 711, the Closing Settlement Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Selling Securityholder, the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCovad. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Covad and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Series 99 Bonds or the Series 100 Bonds, as the case may be, agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities the Series 99 Bonds or the Series 100 Bonds, as the case may be, set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities the Series 99 Bonds or the Series 100 Bonds, as applicable, set forth opposite the names of all the remaining Underwriters) the Securities Series 99 Bonds or the Series 100 Bonds, as the case may be, which the defaulting Underwriter or Underwriters agreed but failed to purchase; , provided, however, that in the event that the aggregate principal amount of Securities Series 99 Bonds or the Series 100 Bonds, as the case may be, which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Series 99 Bonds or the Series 100 Bonds, as applicable, set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesSeries 99 Bonds or the Series 100 Bonds, as the case may be, and if such nondefaulting Underwriters do not purchase all the SecuritiesSeries 99 Bonds or the Series 100 Bonds, as applicable, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, and the remaining Underwriters of that series aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall not exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that . If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the event that performance of its or their obligations under this Agreement, and the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, and arrangements satisfactory to the remaining Underwriters shall have Representatives and the right to Company for the purchase all, but shall not be under any obligation to purchase any, of such Securities by one or more of the Securities, non-defaulting Underwriters or other party or parties approved by the Representatives and if the Company are not made within 36 hours after such nondefaulting Underwriters do not purchase all the Securitiesdefault, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date or Settlement Date, as the case may be, shall be postponed for such period, not exceeding seven daysBusiness Days, as the Representatives shall determine in order that the required changes in the Registration Statement Statement, the Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Capital Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Firm Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Firm Securities set forth opposite the names of all the remaining Underwriters) the Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Firm Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Capital Securities, and if such nondefaulting Underwriters do not purchase all of the Capital Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyOfferors. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Offerors and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Company or the CompanyChevronTexaco. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters or the Representatives, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or ChevronTexaco and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If (a) [If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement and the aggregate principal amount of Offered Notes that such defaulting Underwriter agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Notes that the Underwriters are obligated to purchase on the Closing Date, the non-defaulting Underwriter may make arrangements for the purchase of the Offered Notes which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriter. If any Underwriter so defaults and the aggregate principal amount of Offered Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the non-defaulting Underwriter[s] and the Company for the purchase of such Offered Notes by other persons are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 4(g) and except that the provisions of Sections 6 and 8 shall not terminate and shall remain in effect. As used in this Agreement, the remaining Underwriters term "Underwriters" includes, for all purposes of that series of Securities shall be obligated severally to take up and pay for (in this Agreement unless the respective proportions which the amount of Securities set forth opposite their names context otherwise requires, any party not listed in Schedule II 1 hereto for that particular series of Securities bears that, pursuant to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities this Section 7 purchases Notes which the a defaulting Underwriter or Underwriters agreed but failed to purchase; provided. (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. If other persons are obligated or agree to purchase the Notes of a defaulting Underwriter, however, either the non-defaulting Underwriter or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the event that opinion of the aggregate amount of Securities which counsel for the Company or counsel for the non-defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not may be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes necessary in the Registration Statement and and/or the Final Prospectus or in any other documents document or arrangements may be effected. Nothing contained in this Agreement shall relieve arrangement, and the Company agrees to promptly prepare any defaulting Underwriter of its liability, if any, amendment or supplement to the Company and Registration Statement and/or the Prospectus that effects any nondefaulting Underwriter for damages occasioned by its default hereundersuch changes.]

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Purchased Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities the Purchased Notes set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities the Purchased Notes set forth opposite the names of all the remaining Underwriters) the Securities Purchased Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; , provided, however, that in the event that the aggregate principal amount of Securities Purchased Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Purchased Notes set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesPurchased Notes, and if such nondefaulting Underwriters do not purchase all the SecuritiesPurchased Notes, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyFlextronics. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Flextronics and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase shall constitute a such Certificates on the terms contained herein. If within 36 hours’ after such default in by any Underwriter the performance Representatives do not arrange for the purchase of its or their obligations under this Agreementsuch Certificates, the remaining nondefaulting Underwriters of that series of Securities 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 II hereto for that particular series of Securities bears to the aggregate amount of such Securities Certificates set forth opposite the names of all the remaining Underwriters) the Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that and in the event that the aggregate amount of Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Certificates set forth in Schedule II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesCertificates, and if such nondefaulting Underwriters do not purchase all the SecuritiesCertificates, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Note Issuers or the CompanyCompanies. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Note Issuers and the Companies, and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Units that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of the Securities agreed to be purchased by Units that such defaulting Underwriter or Underwriters hereunder and such failure are obligated but fail or refuse to purchase is not more than one-tenth of the aggregate number of the Units that the Underwriters are obligated to purchase on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance proportion that the number of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Firm Units set forth opposite their names its name in Schedule II I hereto for that particular series of Securities bears to the aggregate amount number of such Securities Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the remaining Underwriters) Representatives may specify in accordance with the Securities which Agreement Among Underwriters of Citigroup Global Markets Inc. to purchase the Units that such defaulting Underwriter or Underwriters agreed are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Units that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of Securities Units with respect to which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% such default occurs is more than one-tenth of the aggregate amount number of all of Units that the Securities set forth in Schedule II heretoUnderwriters are obligated to purchase on the Initial Delivery Date and arrangements satisfactory to the Representatives, the remaining Selling Unitholder and the Partnership for the purchase of such Units by one or more non-defaulting Underwriters shall have or other party or parties approved by the right to purchase allRepresentatives, but shall the Selling Unitholder and the Partnership are not be under any obligation to purchase any, of the Securities, and if made within five business days after such nondefaulting Underwriters do not purchase all the Securitiesdefault, this Agreement will terminate without liability to on the part of any nondefaulting Underwriter party hereto (other than the defaulting Underwriter). In any such case that does not result in termination of this Agreement, any of the Representatives, the Selling Unitholder or the Company. In Partnership shall have the right to postpone the Initial Delivery Date, but in no event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Option Units that it or they are obligated to purchase hereunder on the Option Units Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion that the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of Citigroup Global Markets Inc., to purchase the Option Units that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liabilityany such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, if anyfor all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Selling Unitholder and the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to the Company and any nondefaulting Underwriter for damages occasioned purchase. Any notice under this Section 11 may be given by its default hereundertelegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities [Warrants][Units] agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities [Warrants][Units] set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount of such Securities [Warrants][Units] set forth opposite the names of all the remaining Underwriters) the Securities [Warrants][Units] which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities [Warrants][Units] which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities [Warrants][Units] set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities[Warrants][Units], and if such nondefaulting Underwriters do not purchase all the Securities[Warrants][Units], this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail to purchase the entire number of shares of Stock and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder Warrants set opposite its name in Schedule I hereto, and such failure to purchase shall constitute a default by such Underwriter in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall have the right and shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities shares of Stock and Warrants set forth opposite their the names in Schedule II hereto for that particular series of Securities the several remaining Underwriters bears to the aggregate amount number of such Securities shares of Stock and Warrants set forth opposite the names of all the remaining Underwriters) the Securities entire amount of shares of Stock and Warrants which the defaulting Underwriter or Underwriters agreed but failed to purchase; , provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters shall not exceed 120,000 shares of Stock or 120,000 Warrants and provided, further, that in the event that the aggregate amount such additional shares of Securities which the defaulting Underwriter Stock or Underwriters agreed but failed to purchase Warrants shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II heretoforegoing maximum, the remaining Underwriters shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase any, of the Securities, take up and if pay for (in such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter proportions as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any agreed upon among them) the entire amount (but not less than all) of remaining shares of Stock or Warrants which all defaulting Underwriter of its liability, if any, Underwriters agreed but failed to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderpurchase.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase, 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 remaining Underwriters of that series of Securities 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 II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company, except as provided in Section 11 hereof. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysBusiness Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one Underwriter or more Underwriters shall fail default in its or their obligation to purchase the Underwritten Securities pursuant to the applicable Terms Agreement, and pay for any if the Underwritten Securities with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Underwritten Securities, the Underwritten Securities agreed to which the default relates shall be purchased by such Underwriter or the non-defaulting Underwriters hereunder and such failure in proportion to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount numbers of the Underwritten Securities set forth opposite their respective names in Schedule II hereto for that particular series of Securities bears the applicable Terms Agreement bear to the aggregate amount number of such Underwritten Securities set forth opposite the names of all the remaining non-defaulting Underwriters. (b) In the Securities which event that such default relates to more than 10% of the Underwritten Securities, you may in your discretion arrange for yourself or for another party or parties (including any non-defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Underwritten Securities, and if to which such nondefaulting Underwriters do not purchase all default relates on the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Companyterms contained herein. In the event that within five calendar days after such a default you do not arrange for the purchase of the Underwritten Securities to which such default relates as provided in this Section 9, this Agreement or, in the case of a default by any Underwriter as set forth in this Section 7with respect to Option Securities, the Closing Date obligations of the Underwriters to purchase and of the Company to sell the Option Securities shall be postponed for such periodthereupon terminate, not exceeding seven dayswithout liability on the part of the Company with respect thereto (except in each case as provided in Sections 4, as 6(a) and 7 hereof) or the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained Underwriters, but nothing in this Agreement shall relieve any a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company and any nondefaulting Underwriter for damages occasioned by its or their default hereunder. (c) In the event that the Underwritten Securities to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Time, as the case may be, for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement and the applicable Terms Agreement with respect to such Underwritten Securities.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining Underwriters of that series of Securities 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 II II-A hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II II-A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriter, any Forward Seller, any Forward Counterparty, the Issuer or the CompanyOperating Partnership. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuer, the Operating Partnership, the Forward Sellers, the Forward Counterparties and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder under this Underwriting Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining Underwriters of that series of Securities 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 II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1010.0% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the ADR Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderunder this Underwriting Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities 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 II I hereto for that particular series of Securities bears to the aggregate amount of such Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriters or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Normal PPS agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities Normal PPS set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount number of such Securities Normal PPS set forth opposite the names of all the remaining Underwriters) the Securities Normal PPS which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Securities Normal PPS which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Securities Normal PPS set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Normal PPS; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Normal PPS and arrangements for the Securitiespurchase of such Normal PPS satisfactory to the Trust and the Guarantor and the Representative are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting Underwriter or Underwriter, the CompanyTrust and the Guarantor. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Trust or the Guarantor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on either Closing Date, any one or more Underwriters shall fail to purchase and pay for any all of the Preferred Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the aggregate liquidation amount of Preferred Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate liquidation amount of such Firm Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Firm Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date; PROVIDED, HOWEVER, that in the event that the aggregate liquidation amount of Preferred Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date shall exceed 10% of the aggregate liquidation amount of all of the Securities set forth in Schedule II heretoPreferred Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Preferred Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Preferred Securities, this Agreement (or, with respect to the Second Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Securities) will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriters or the CompanyCompany or the Trust. In the event of a default by any Underwriter as set forth in this Section 710, the applicable Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or the Trust and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and pay for any the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one tenth of the Securities agreed aggregate number of the Shares to be purchased by on such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining other Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which that the amount number of Securities Firm Shares set forth opposite their respective names in Schedule II hereto for that particular series of Securities A bears to the aggregate amount number of such Securities Firm Shares set forth opposite the names of all such non defaulting Underwriters, or in such other proportions as you may specify, to purchase the remaining Underwriters) the Securities Shares which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, provided that in no event shall the event number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one ninth of such number of Shares without the aggregate amount written consent of Securities which such Underwriter. If, on the defaulting Closing Date, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 10% Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one tenth of the aggregate amount number of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right Firm Shares to purchase all, but shall not be under any obligation to purchase any, of the Securitiespurchased on such date, and if arrangements satisfactory to you and the Company for the purchase of such nondefaulting Underwriters do Firm Shares are not purchase all the Securitiesmade within 36 hours after such default, this Agreement will shall terminate without liability to on the part of any nondefaulting non-defaulting Underwriter or the Company. In any such case either you or the event of a default by any Underwriter as set forth in this Section 7, Company shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such period, not exceeding longer than seven days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and Statement, in the Final Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. Nothing contained If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any nondefaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company; provided that prior to such termination, the Company shall be entitled to a period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the terms contained in this Agreement. In If other persons become obligated or agree to purchase the event Securities of a default by any Underwriter defaulting Underwriter, as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If (a) [If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement and the aggregate principal amount of Offered Certificates that such defaulting Underwriter agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Certificates that the Underwriters are obligated to purchase on the Closing Date, the non-defaulting Underwriter may make arrangements for the purchase of the Offered Certificates which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriter. If any Underwriter so defaults and the aggregate principal amount of Offered Certificates with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Certificates that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the non-defaulting Underwriter and the Company for the purchase of such Offered Certificates by other persons are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 4(g) and except that the provisions of Sections 6 and 8 shall not terminate and shall remain in effect. As used in this Agreement, the remaining Underwriters term "Underwriters" includes, for all purposes of that series of Securities shall be obligated severally to take up and pay for (in this Agreement unless the respective proportions which the amount of Securities set forth opposite their names context otherwise requires, any party not listed in Schedule II 1 hereto for that particular series of Securities bears that, pursuant to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities this Section 7 purchases Certificates which the a defaulting Underwriter or Underwriters agreed but failed to purchase; provided. (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. If other persons are obligated or agree to purchase the Offered Certificates of a defaulting Underwriter, however, either the non-defaulting Underwriter or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the event that opinion of the aggregate amount of Securities which counsel for the Company or counsel for the non-defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not may be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes necessary in the Registration Statement and and/or the Final Prospectus or in any other documents document or arrangements may be effected. Nothing contained in this Agreement shall relieve arrangement, and the Company agrees to promptly prepare any defaulting Underwriter of its liability, if any, amendment or supplement to the Company and Registration Statement and/or the Prospectus that effects any nondefaulting Underwriter for damages occasioned by its default hereundersuch changes.]

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyLexar. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Lexar and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date or any settlement date, as the case may be, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities 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 II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date or each settlement date, as the case may be, shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions which that the amount of the Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters Issuer shall have be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the right non-defaulting Underwriters, as the case may be, to purchase allno less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, but however, the Issuer shall not be under any obligation to purchase any, have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the Securitiesamount of such Securities to be purchased on such date, and if such nondefaulting Underwriters do not purchase all the Securities, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the CompanyIssuer. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as to effect any changes that in the opinion of counsel for the Issuer or counsel for the Representatives shall determine in order that the required changes are necessary in the Registration Statement and the Final Prospectus Statement, Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and Issuer or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Class A Notes agreed to be purchased by such Underwriter or Underwriters hereunder on the Closing Date and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Class A Notes set forth opposite their names in Schedule II I with respect to the Closing Date hereto for that particular series of Securities bears to the aggregate amount of such Securities Class A Notes set forth opposite the names of all the remaining Underwriters) the Securities Class A Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Class A Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Class A Notes set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesClass A Notes, and if such nondefaulting Underwriters do not purchase all the SecuritiesClass A Notes, this Agreement the obligations will terminate without liability to of any nondefaulting Underwriter Underwriter, the Issuer, or the Companyany HSBC Entity. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Transferor, HSBC Finance, and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Notes by other persons satisfactory to the Bank and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining Underwriters of that series of Securities non-defaulting Underwriter shall be severally obligated severally to take up and pay for (in purchase the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date in the respective proportions which the principal amount of Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall exceed 10not be obligated to purchase any of the Notes on the Closing Date if the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds one-eleventh of the aggregate principal amount of the Notes to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.Notes which it agreed to

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute constitutes a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall will be obligated severally but not jointly to take up and pay for (in the respective proportions which the amount of Securities Notes set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that if the aggregate amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed exceeds 10% of the aggregate principal amount of all of the Securities Notes set forth in Schedule II I hereto, the remaining Underwriters shall will have the right to purchase all, but shall will not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting Underwriters do not purchase all the SecuritiesNotes, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Issuer or the CompanyCitibank. In the event of a default by any Underwriter as set forth in this Section 717, the Closing Date shall will be postponed for such period, not exceeding seven days, as the Representatives shall Underwriters determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall will relieve any defaulting Underwriter of its liability, if any, to the Company Issuer, Citibank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyExodus. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Exodus and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any all of the Preferred Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the aggregate liquidation amount of Preferred Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate liquidation amount of such Firm Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Firm Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date; PROVIDED, HOWEVER, that in the event that the aggregate liquidation amount of Preferred Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date shall exceed 10% of the aggregate liquidation amount of all of the Securities set forth in Schedule II heretoPreferred Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Preferred Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Preferred Securities, this Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriters or the CompanyCompany or the Trust. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or the Trust and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Underwritten Certificates of any Class agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount portion of Securities the Underwritten Certificates of such Class set forth opposite their names in Schedule II hereto for that particular series of Securities the Terms Agreement or in an attachment to the Terms Agreement bears to the aggregate amount of Underwritten Certificates of such Securities Class set forth opposite the names of all the remaining Underwriters) the Securities Underwritten Certificates of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities Underwritten Certificates of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all Underwritten Certificates of the Securities such Class as set forth in Schedule II heretothe Final Prospectus, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesUnderwritten Certificates of such Class, and if such nondefaulting non-defaulting Underwriters do not purchase all the SecuritiesUnderwritten Certificates of such Class, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Preferred Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Preferred Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Preferred Securities set forth opposite the names of all the remaining Underwriters) the Preferred Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Preferred Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Preferred Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Preferred Securities, and if such nondefaulting Underwriters do not purchase all the Preferred Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyOfferors. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Offerors and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date or an Option Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Firm Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Firm Securities set forth opposite the names of all the remaining Underwriters) the Firm Securities or the Additional Securities, as the case may be, which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that if the aggregate amount number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Firm Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, and arrangements satisfactory to the Representatives and the Company for the purpose of such remaining Securities are not made within 36 hours after such default, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date or the Option Closing Date, as the case may be, shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the such remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, Securities the defaulting Underwriter failed to purchase. (b) If the non-defaulting Underwriters are not obligated to and if such nondefaulting Underwriters do not purchase all the SecuritiesSecurities the defaulting Underwriter failed to purchase, the Company shall be entitled to a period of 24 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Securities and if arrangements for the purchase of such Securities by other persons selected by the Company and reasonably satisfactory to the Representative are not made within 24 hours after such default, this Agreement will terminate without liability to any nondefaulting non- defaulting Underwriter or the Company. . (c) In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyProvidian. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Providian and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, and the remaining Underwriters of that series aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall not exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that . If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the event that performance of its or their obligations under this Agreement, and the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, and arrangements satisfactory to the remaining Underwriters shall have Representatives and the right to Company for the purchase all, but shall not be under any obligation to purchase any, of such Securities by one or more of the Securities, non-defaulting Underwriters or other party or parties approved by the Representatives and if the Company are not made within 36 hours after such nondefaulting Underwriters do not purchase all the Securitiesdefault, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysBusiness Days, as the Representatives shall determine in order that the required changes in the Registration Statement Statement, the Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions for each of the Debt Securities which such Underwriter failed to purchase which the amount of the Debt Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Debt Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany and the Guarantor. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Guarantor and any nondefaulting Underwriter for damages occasioned by its default hereunder.