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 Registered 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 shall be obligated severally (in the respective proportions which the portion of the Registered Certificates set forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of all the remaining Underwriters) to purchase the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor and any 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 Registered 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 shall be obligated severally and not jointly (in the respective proportions which the portion of the Registered Certificates set forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of all the remaining Underwriters) to purchase the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor and any 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 Registered 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 shall be obligated severally and not jointly (in the respective proportions which the portion of the Registered Certificates set forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of all the remaining Underwriters) to purchase the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 14 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor and any 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 Registered Underwritten 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 shall be obligated severally (in the respective proportions which the portion of the Registered Underwritten Certificates set forth below opposite their names in Schedule I hereto bears to the aggregate amount of Registered Underwritten Certificates set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided provided, that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Underwritten Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Underwritten Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered Underwritten Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Underwritten Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor and any 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 Registered Certificates 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, then the remaining 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 unsold Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then the non-defaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the portion principal amount of the Registered Certificates Securities set forth below opposite their names in Schedule I II hereto bears to the aggregate principal amount of Registered Certificates Securities set forth below opposite the names of all the remaining non-defaulting Underwriters) to purchase the Registered Certificates that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the aggregate principal amount of Registered Certificates that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates Securities set forth in Schedule I II hereto, the remaining non-defaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered CertificatesSecurities, and if such non-defaulting Underwriters do not purchase all of the Registered CertificatesSecurities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereofCompany. In the event of a default by any Underwriter as set forth in this Section 108, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business daysseven Business Days, as you the Representatives shall determine in order that the required changes in the Registration Statement Statement, the Canadian Final Prospectus and the U.S. 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 Depositor Company and any 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 Registered Underwritten 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 shall be obligated severally (in the respective proportions which the portion of the Registered Underwritten Certificates set forth below opposite their names in Schedule I II hereto bears to the aggregate amount of Registered Underwritten Certificates set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and ; provided, however, that in the event that the amount of Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Underwritten Certificates set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Underwritten Certificates, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered Underwritten Certificates, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the DepositorCompany, except as provided in Section 11 or Section 12 hereof12. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Underwritten Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor Company and any non-defaulting 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 Registered 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 shall be obligated severally (in the respective proportions which the portion of the Registered Certificates set forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of all the remaining Underwriters) to purchase the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 14 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor and any 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 Registered 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 shall be obligated severally (in the respective proportions which the portion of the Registered Certificates set forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of all the remaining Underwriters) to purchase the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 13 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor and any 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 Registered 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 shall be obligated severally to take up and pay for (in the respective proportions which the portion of the Registered Underwritten Certificates of such Class set forth below opposite their names in Schedule I hereto the Terms Agreement or in an attachment to the Terms Agreement bears to the aggregate amount of Registered Underwritten Certificates of such Class set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Underwritten Certificates that of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Underwritten Certificates of such Class as set forth in Schedule I 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 Registered CertificatesUnderwritten Certificates of such Class, and if such non-defaulting Underwriters do not purchase all the Underwritten Certificates of the Registered Certificatessuch Class, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereofCompany. In the event of a default by any Underwriter as set forth As used in this Section 10Agreement, the Closing Date term "Underwriter" includes any person substituted for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effectedan Underwriter under this Section 9. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any non-defaulting Underwriter Company 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 Registered Underwritten 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 shall be obligated severally (in the respective proportions which the portion of the Registered Underwritten Certificates set forth below their names in Schedule I hereto bears to the aggregate amount of Registered Underwritten Certificates set forth below the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Underwritten Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Underwritten Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered Underwritten Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Underwritten Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor and any 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 Registered Underwritten 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 shall be obligated severally (in the respective proportions which the portion of the Registered Underwritten Certificates set forth below opposite their names in Schedule I II hereto bears to the aggregate amount of Registered Underwritten Certificates set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Underwritten Certificates set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Underwritten Certificates, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered Underwritten Certificates, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the DepositorCompany, except as provided in Section 11 or Section 12 hereof12. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Underwritten Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor Company and any non-defaulting 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 Registered Certificates 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 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 portion principal amount of the Registered Certificates Securities set forth below opposite their names in Schedule I II hereto bears to the aggregate principal amount of Registered Certificates Securities set forth below opposite the names of all the remaining non-defaulting Underwriters) to purchase the Registered Certificates that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter . If any one or more Underwriters shall be obligated under this Section 10 fail to purchase Certificates and pay for any of a Class that it is not otherwise obligated 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 provided, however, that in the event that the aggregate principal amount of Registered Certificates that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates Securities set forth in Schedule I 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 Registered Certificates, and if such non-defaulting Underwriters do or other party or parties approved by the Representatives and the Company are not purchase all of the Registered Certificatesmade within 36 hours after such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereofCompany. In the event of a default by any Underwriter as set forth in this Section 109, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business daysseven Business Days, as you 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 Depositor Company and any 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 Registered 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 shall be obligated severally to take up and pay for (in the respective proportions which the portion of the Registered Underwritten Certificates of such Class set forth below opposite their names in Schedule I hereto the Terms Agreement or in an attachment to the Terms Agreement bears to the aggregate amount of Registered Underwritten Certificates of such Class set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this AgreementPROVIDED, and provided, howeverHOWEVER, that in the event that the amount of Registered Underwritten Certificates that of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Underwritten Certificates of such Class as set forth in Schedule I 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 Registered CertificatesUnderwritten Certificates of such Class, and if such non-defaulting Underwriters do not purchase all the Underwritten Certificates of the Registered Certificatessuch Class, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effectedCompany. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any non-defaulting Underwriter Company 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 Registered Underwritten 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 shall be obligated severally (in the respective proportions which the portion of the Registered Underwritten Certificates set forth below opposite their names in Schedule I II hereto bears to the aggregate amount of Registered Underwritten Certificates set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Underwritten Certificates set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Underwritten Certificates, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered Underwritten Certificates, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the DepositorCompany, except as provided in Section 11 or Section 12 hereof12. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Underwritten Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor Company and any non-defaulting 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 Registered Certificates 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 shall be obligated severally to take up and pay for (in the respective proportions which the portion principal amount of the Registered Certificates Firm Securities set forth below opposite their names in Schedule I hereto bears to the aggregate principal amount of Registered Certificates Firm Securities set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Certificates that Firm Securities or the Additional Securities, as the case may be, which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in if the event that the amount aggregate number of Registered Certificates that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates Firm Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered CertificatesSecurities, and if such non-defaulting Underwriters do not purchase all the Securities, and arrangements satisfactory to the Representatives and the Company for the purpose of the Registered Certificatessuch remaining Securities are not made within 36 hours after such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereofCompany. In the event of a default by any Underwriter as set forth in this Section 108, the Closing Date for or the Registered Certificates Option Closing Date, as the case may be, shall be postponed for such period, not exceeding ten (10) business daysfive Business Days, as you 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 Depositor Company and any 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 Registered Underwritten 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 shall be obligated severally (in the respective proportions which the portion of the Registered Underwritten Certificates set forth below opposite their names in Schedule I II hereto bears to the aggregate amount of Registered Underwritten Certificates set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided provided, that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Underwritten Certificates set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Underwritten Certificates, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered Underwritten Certificates, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the DepositorCompany, except as provided in Section 11 or Section 12 hereof12. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Underwritten Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor Company and any non-defaulting 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 and pay for any of the Registered Underwritten Public 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 shall be obligated severally to take up and pay for (in the respective proportions which the portion aggregate principal amount of all the Underwritten Public Certificates of the Registered Certificates various Classes set forth below opposite their names in Schedule I hereto the Prospectus Supplement bears to the aggregate principal amount of Registered all of the Underwritten Public Certificates of the various Classes set forth below opposite the names name of all the remaining Underwriters) to purchase the Registered Underwritten Public Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the aggregate principal amount of Registered Underwritten Public Certificates that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered all of the Underwritten Public Certificates set forth in Schedule I 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 Registered Underwritten Public Certificates, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered Underwritten Public Certificates, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereofCWABS. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business seven days, as you the nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement and the 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 Depositor CWABS and to any non-defaulting nondefaulting Underwriter for damages occasioned by its default defaulting hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Registered Underwritten 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 shall be obligated severally (in the respective proportions which the portion of the Registered Underwritten Certificates set forth below opposite their names in Schedule I II hereto bears to the aggregate amount of Registered Underwritten Certificates set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and ; provided, howeverfurther, that in the event that the amount of Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Underwritten Certificates set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Underwritten Certificates, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered Underwritten Certificates, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the DepositorCompany, except as provided in Section 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Underwritten Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor Company and any non-defaulting 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 Registered Certificates Initial 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 shall be obligated severally to take up and pay for (in the respective proportions which the portion principal amount at maturity of the Registered Certificates Initial Securities set forth below opposite their names in Schedule I II hereto bears to the aggregate principal amount at maturity of Registered Certificates Initial Securities set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Certificates that Initial Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in if the event that the aggregate principal amount at maturity -------- ------- of Registered Certificates that Initial Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount at maturity of Registered Certificates Initial Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered CertificatesInitial Securities, and if such non-non- defaulting Underwriters do not purchase all the Initial Securities within 36 hours of the Registered Certificatessuch default, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, Company except as otherwise provided in Section 11 or Section 12 hereof11. In the event of a default by any Underwriter as set forth in this Section 109, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business seven days, as you the Representative shall determine in order that the required changes in the Registration Statement and the 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 Depositor and Company or to any 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 Registered Certificates Debt 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 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 portion amount of the Registered Certificates Debt Securities set forth below opposite their respective names in Schedule I II hereto bears to the aggregate amount of Registered Certificates such Debt Securities set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Certificates that Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the aggregate amount of Registered Certificates that Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates Debt Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered CertificatesDebt Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered CertificatesDebt Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereofCompany and the Guarantors. In the event of a default by any Underwriter as set forth in this Section 109, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business seven days, as you 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 Depositor Company, the Guarantors and any non-defaulting 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 Registered Underwritten 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 shall be obligated severally (in the respective proportions which the portion of the Registered Underwritten Certificates set forth below opposite their names in Schedule I II hereto bears to the aggregate amount of Registered Underwritten Certificates set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement; provided, and providedfurther, however, that in the event that the amount of Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Underwritten Certificates set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Underwritten Certificates, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered Underwritten Certificates, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the DepositorCompany, except as provided in Section 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Underwritten Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor Company and any non-defaulting 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 Registered Certificates Debt 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 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 portion amount of the Registered Certificates Debt Securities set forth below opposite their names in Schedule I II hereto bears to the aggregate amount of Registered Certificates such Debt Securities set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Certificates that Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the aggregate amount of Registered Certificates that Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates Debt Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered CertificatesDebt Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered CertificatesDebt Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereofCompany and the Guarantors. In the event of a default by any Underwriter as set forth in this Section 108, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business seven days, as you 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 Depositor Company, the Guarantors and any non-defaulting 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 Registered Certificates 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 shall be obligated severally to take up and pay for (in the respective proportions which the portion number of the Registered Certificates Securities set forth below opposite their names in Schedule I hereto bears to the aggregate amount number of Registered Certificates Securities set forth below opposite the names of all the remaining Underwriters or in such other proportion as Citigroup Global Markets Inc. may specify in accordance with the Citigroup Global Markets Inc. Master Agreement Among Underwriters) to purchase the Registered Certificates that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount aggregate number of Registered Certificates that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Registered Certificates Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered CertificatesSecurities, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered CertificatesSecurities, this Agreement will terminate without liability to any non-defaulting Underwriter nondefaulting Underwriter, the Company or the Depositor, except as provided in Section 11 or Section 12 hereofAdviser. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business daysfive Business Days, as you the Underwriters shall determine in order that the required changes in the Registration Statement and the 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 Depositor Company and any non-defaulting 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 Company, purchases 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 Registered 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 shall be obligated severally and not jointly (in the respective proportions which the portion of the Registered Certificates set forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of all the remaining Underwriters) to purchase the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) - 35 - business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor and any 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 Registered 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 shall be obligated severally to take up and pay for (in the respective proportions which the portion of the Registered Underwritten Certificates of such Class set forth below opposite their names in Schedule I hereto the Terms Agreement or in an attachment to the Terms Agreement bears to the aggregate amount of Registered Underwritten Certificates of such Class set forth below opposite the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Underwritten Certificates that of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Underwritten Certificates of such Class as set forth in Schedule I 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 Registered CertificatesUnderwritten Certificates of such Class, and if such non-defaulting Underwriters do not purchase all the Underwritten Certificates of the Registered Certificatessuch Class, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effectedCompany. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any non-defaulting Underwriter Company 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 Registered 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 shall be obligated severally and not jointly (in the respective proportions which the portion of the Registered Certificates set forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of all the remaining Underwriters) to purchase the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 13 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Registered Underwritten 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 shall be obligated severally (in to take up and pay for the respective proportions which the portion of the Registered Certificates set forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of all the remaining Underwriters) to purchase the Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the initial principal amount (or with respect to the Class XP Certificates, the initial aggregate notional principal amount) of Registered Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount balance of Registered all of the Underwritten Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Underwritten Certificates, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered Underwritten Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter the nondefaulting Underwriters, the Company or the Depositor, except as provided in Section 11 or Section 12 hereofGMACCM. In the event of a default by any Underwriter as set forth in this Section 109, the Closing Date for the Registered Underwritten Certificates shall be postponed for such period, not exceeding ten (10) business seven days, as you the nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement and Statement, the 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 Depositor Company and to any non-defaulting 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 Registered 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 shall be obligated severally (in the respective proportions which the portion of the Registered Certificates set forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of all the remaining Underwriters) to purchase the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided provided, that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order that the required changes in the Registration Statement and the 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 Depositor and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Registered 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 shall be obligated severally (in the proportion to their respective proportions which the portion of the Registered Certificates allocations set forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of all the remaining UnderwritersI) to purchase take up and pay for the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount purchase price of the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount purchase price of the Registered Certificates set forth in Schedule I heretoCertificates, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Registered Certificates, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Registered Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter the nondefaulting Underwriters or the Depositor, except as provided in Section 11 or Section 12 hereofSBMS. In the event of a default by any an Underwriter as set forth in this Section 1011, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you the nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement and Statement, the 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 Depositor SBMS and to any non-defaulting nondefaulting Underwriter for damages occasioned by its default hereunder.