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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), 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 reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Underwritten Securities to be purchased on pursuant to such dateTerms Agreement, each of the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Underwritten Securities to be purchased on pursuant to such dateTerms Agreement, this the applicable Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its defaultdefault under this Agreement and the applicable Terms Agreement. In the event of any such default which does not result in a termination of this Agreement either (i) the applicable Terms Agreement, each of the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement at such time (the “Defaulted Securities”), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased set forth on such dateSchedule A hereto, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased set forth on such dateSchedule A hereto, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time Time, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Date to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 36 hours thereafter, to make arrangements satisfactory to the Company for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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 2436-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such dateSecurities, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof of such Defaulted Securities in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, ; or (bii) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such dateSecurities, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or any Transaction Entity. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) Agreement, the Representatives or (ii) the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 109.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Underwritten Certificates shall fail at the Closing Time Date to purchase the Securities Underwritten Certificates which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesCertificates”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Certificates in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriters have not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of the Securities Underwritten Certificates to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all such non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities Certificates exceeds 10% of the aggregate principal amount of the Securities Underwritten Certificates to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter as set forth in a termination this Section 10, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Initial Notes which it or they are obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesNotes”), then 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal 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: (a) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Initial Notes to be purchased on such datedate pursuant hereto, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Initial Notes to be purchased on such datedate pursuant hereto, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Time to purchase the Securities Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesNotes”), then such of the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall you have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all such non-defaulting Underwriters, or (bii) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from any liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriters as set forth in a termination of this Agreement Section 13, either (i) you or the Representatives or (ii) the Company Depositor shall have the right to postpone the Closing Time for a period not exceeding seven days five (5) Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement hereunder (the unpurchased securities, the “Defaulted Securities”), then the Representatives shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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 2436-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations under this Agreement bear to the underwriting obligations of all non-defaulting Underwriters, ; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, this Agreement shall terminate with respect to the Securities without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives Representatives, on the one hand, or (ii) the Company Company, on the other, shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Class A Notes shall fail at the Closing Time to purchase the Securities Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”Notes"), then such of the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriters have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Class A Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all such non-defaulting Underwriters, or (bii) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of any such a default which does not result by the Underwriters as set forth in a termination of this Agreement Section 13, either (i) the Representatives Underwriters or (ii) the Company Seller shall have the right to postpone the Closing Time for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more ------------------------------------------ of the Underwriters participating in the public offering of the Notes shall fail at the Closing Time Date to purchase the Securities Notes which it or they are is obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then the Representatives non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersthereof, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part party of any non-the non- defaulting Underwriter. No action taken pursuant to this Section shall relieve any the defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of any such a default which does not result by either Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or any Additional Closing Time, as the case may be, to purchase the Securities which it is, or they are are, obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters reasonably acceptable to the Company, underwriter(s) to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriter shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, to purchase the full amount number thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time and any Additional Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the preliminary prospectus supplement or the Prospectus Supplement or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the First Closing Time Date or at the Second Closing Date to purchase the First Capital Securities or the Optional Capital Securities, as the case may be, which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the CompanyUnderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount total number of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation purchasing obligations hereunder bears bear to the underwriting purchasing obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives Underwriters or (ii) the Company shall have the right to postpone the First Closing Time Date or the Second Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “Defaulted Securities”), the Representatives you shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 2436-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective Securities underwriting obligation hereunder bears proportions bear to the underwriting obligations of all non-defaulting Underwriters, ; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Representatives non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an a Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Date to purchase any of the Securities 2026 Notes, the 2029 Notes and/or the 2031 Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the CompanyUnderwriters, to purchase all, but not less than all, of such Defaulted Notes, as the Defaulted Securities case may be, in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the respective aggregate principal amount amounts of 2026 Notes, the Securities 2029 Notes and/or the 2031 Notes, as the case may be, to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations under this Agreement bear to the underwriting purchase obligations of all non-defaulting UnderwritersUnderwriters of such 2026 Notes, the 2029 Notes and/or the 2031 Notes, as the case may be; or (bii) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the respective aggregate principal amount amounts of 2026 Notes, the Securities 2029 Notes and/or the 2031 Notes, as the case may be, to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. . (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) Agreement, the Representatives or (ii) non-defaulting Underwriters and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Underwritten Notes shall fail at the Closing Time Date to purchase the Securities Underwritten Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriters have not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Underwritten Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all such non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Underwritten Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter. Underwriters No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter set forth in a termination this Section 11, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), 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 reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-non- defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “Defaulted Securities”), the Representatives you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective Securities underwriting obligation hereunder bears proportions bear to the underwriting obligations of all non-defaulting Underwriters, ; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Representatives non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “Defaulted Securities”), the Representatives you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective Securities underwriting obligation hereunder bears proportions bear to the underwriting obligations of all non-defaulting Underwriters, ; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Representatives non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an a Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Representatives you shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall you have not have completed such arrangements within such 2436-hour period, then: (a) if the aggregate principal amount of the Firm Securities which are Defaulted Securities does not exceed 10% of the aggregate principal amount of the Firm Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears proportions bear to the underwriting obligations of all non-defaulting Underwriters, orand (b) if the aggregate principal amount of the Firm Securities which are Defaulted Securities exceeds 10% of the aggregate principal amount of the Firm Securities to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Representatives you or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus that may thereby be made necessary. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Date to purchase any of the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the CompanyUnderwriters, to purchase all, but not less than all, of such Defaulted Notes, as the Defaulted Securities case may be, in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations under this Agreement bear to the underwriting purchase obligations of all non-defaulting Underwriters, Underwriters of such Notes; or (bii) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. . (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) Agreement, the Representatives or (ii) non-defaulting Underwriters and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “Defaulted Securities”), the Representatives you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective Securities underwriting obligation hereunder bears proportions bear to the underwriting obligations of all non-defaulting Underwriters, ; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Representatives non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Securities shall fail at the Closing Time Date to purchase the Securities which it or they are is obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then the Representatives non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersthereof, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part party of any the non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any the defaulting Underwriter from form the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of any such a default which does not result by either Underwriter as set forth in a termination this Section 11, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (ai) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (bii) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased on such date, this Agreement the obligation of the Underwriters to purchase, and the Company to sell, the Securities to be purchased and sold shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of ------------------------------------------ the Underwriters shall fail at on the Closing Time Date to purchase the Offered Securities which that it or they are obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), 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 reasonably acceptable to the Companysubstitute underwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon approved by the Representatives and upon the terms herein set forth; if, however, the Representatives shall have not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Offered Securities, the Securities to be purchased on such date, each of the non-non- defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of Offered Securities, the Securities Company shall be entitled for an additional 24-hour period to be purchased on find one or more substitute underwriters satisfactory to the Representatives in their reasonable discretion to purchase such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its defaultDefaulted Securities. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives or (ii) the Trust and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangementsarrangements relating to the purchase of the Offered Securities. As used If the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Offered Securities, and neither the Representatives nor the Company make arrangements pursuant to this Section 9 within the period stated for the purchase of the Defaulted Securities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter to the Company except as provided in Section 6. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default. A substitute underwriter hereunder shall be an Underwriter for all purposes of this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder and arrangements for the purchase of the Defaulted Securities that are satisfactory to the Company cannot be made, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then 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 reasonably acceptable to the CompanyRepresentatives, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Offered Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Offered Securities to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or ------------------------------------------ more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Time Date to purchase the Securities Notes which it or they are is obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then the Representatives non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersthereof, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part party of any non-the non- defaulting Underwriter. No action taken pursuant to this Section shall relieve any the defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of any such a default which does not result by either Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the CompanyUnderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations under this Agreement bear to the underwriting purchase obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder and arrangements for the purchase of the Defaulted Securities that are satisfactory to the Company cannot be made, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder and arrangements for the purchase of the Defaulted Securities that are satisfactory to the Company cannot be made, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time Time, to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (any such Underwriter, the “Defaulted SecuritiesDefaulting Underwriter”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes failed to be purchased in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount number of the Defaulted Securities Notes failed to be purchased by one or more Defaulting Underwriters does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities Notes failed to be purchased by one or more Defaulting Underwriters exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives Representative or (ii) the Company Issuer shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time Date, as the case may be, to purchase the Securities which that it or they are obligated to purchase under this Agreement hereunder (the “Defaulted Securities”), then the Representatives Lead Representative shall have the right, within 24 48 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable (subject to the Companytheir signing this Underwriting Agreement), to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Lead Representative shall not have completed such arrangements within such 2448-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Underwriting Agreement, either (i) the Representatives Lead Representative or (ii) the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Offered Securities which that it or they are obligated to purchase under this Agreement (the “"Defaulted Offered Securities”"), the Representatives you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Offered Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall you have not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Offered Securities does not exceed 10% of the aggregate principal amount of the Offered Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears proportions bear to the underwriting obligations obligation proportions (as defined below) of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Offered Securities exceeds 10% of the aggregate principal amount of the Offered Securities to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Representatives you or (ii) the Company shall have the right to postpone the Closing Time or the Delivery Date, as applicable for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Series 2005-2 Notes shall fail at the Closing Time Date to purchase the Securities Series 2005-2 Notes which it or they are is obligated to purchase under this Agreement hereunder (the “Defaulted Securities”), then the Representatives non-defaulting Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter(s) have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Series 2005-2 Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter(s) shall be obligated, severally and not jointly, obligated to purchase the full amount thereof thereof, severally in the proportion that its same proportions as the principal amount of Series 2005-2 Notes set forth opposite their respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersnames in Schedule 1 hereto, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Series 2005-2 Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter(s). No action taken pursuant to this Section shall relieve the defaulting Underwriter(s) from the liability with respect to any defaulting Underwriter from liability in respect default of its defaultsuch Underwriter(s) under this Agreement. In the event of any such a default which does not result by an Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Time Date to purchase the Securities Notes which it or they are is obligated to purchase under this Agreement hereunder (the “Defaulted Securities”"DEFAULTED SECURITIES"), then the Representatives non-defaulting Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter(s) have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter(s) shall be obligated, severally and not jointly, obligated to purchase the full amount thereof thereof, severally in the proportion that its same proportions as the principal amount of Notes set forth opposite their respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersnames in Schedule 1 hereto, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter(s). No action taken pursuant to this Section shall relieve the defaulting Underwriter(s) from the liability with respect to any defaulting Underwriter from liability in respect default of its defaultsuch Underwriter(s) under this Agreement. In the event of any such a default which does not result by an Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Firm Shares which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesShares”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the CompanyUnderwriters, to purchase all, but not less than all, of the Defaulted Securities Shares in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount number of the Defaulted Securities Shares does not exceed 10% of the aggregate principal amount of the Securities Firm Shares to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations under this Agreement bear to the underwriting purchase obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities Shares exceeds 10% of the aggregate principal amount of the Securities Firm Shares to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “Defaulted Securities”), the Representatives you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective Securities underwriting obligation hereunder bears proportions bear to the underwriting obligations of all non-defaulting Underwriters, ; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Representatives non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person Person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), 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 reasonably acceptable satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time Time, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which 2024 Notes or 2044 Notes that it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal 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: (a) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears (as set forth in Schedule A) bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time Time, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an a Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities (including the Guarantees) which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities (including the Guarantees) to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities (including the Guarantees) to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time Date, as the case may be, to purchase the Securities which that it or they are obligated to purchase under this Agreement hereunder (the “Defaulted Securities”), then the Lead Representatives shall have the right, within 24 48 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable (subject to the Companytheir signing this Underwriting Agreement), to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Lead Representatives shall not have completed such arrangements within such 2448-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Underwriting Agreement, either (i) the Lead Representatives or (ii) the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Time Date to purchase the Securities Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all such non-defaulting Underwriters, ; or (bii) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of the Depositor or any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter as set forth in a termination this Section 10, each of this Agreement either (i) the Representatives or (ii) non-defaulting Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or ------------------------------------------ more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Time Date to purchase the Securities Notes which it or they are is obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then the Representatives non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, each of the non-non- defaulting Underwriters Underwriter shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersthereof, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part party of any non-the non- defaulting Underwriter. No action taken pursuant to this Section shall relieve any the defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of any such a default which does not result by either Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Date to purchase any of the Securities 2022 Notes, 2025 Notes and/or 2027 Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the CompanyUnderwriters, to purchase all, but not less than all, of such Defaulted Notes, as the Defaulted Securities case may be, in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the respective aggregate principal amount amounts of 2022 Notes, 2025 Notes or 2027 Notes, as the Securities case may be, to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations under this Agreement bear to the underwriting purchase obligations of all non-defaulting UnderwritersUnderwriters of such 2022 Notes, 2025 Notes or 2027 Notes, as the case may be; or (bii) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the respective aggregate principal amount amounts of 2022 Notes, 2025 Notes or 2027 Notes, as the Securities case may be, to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. . (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) Agreement, the Representatives or (ii) non-defaulting Underwriters and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Initial Securities which that it or they are is obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Representatives non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall non-defaulting Underwriter has not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such dateInitial Securities, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwriters, thereof; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such dateInitial Securities, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of to its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Representatives non-defaulting Underwriter or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail fails at Closing Time to purchase the Securities Senior Notes which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”Senior Notes"), the Representatives shall remaining Underwriter or Underwriters will have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriter or underwriters, to purchase all, but not less than all, of the Defaulted Securities Senior Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall remaining Underwriter or Underwriters do not have completed complete such arrangements within such 24-hour period, then: (a) if the aggregate principal amount number of the Defaulted Securities Senior Notes does not exceed 10% of the aggregate principal amount of the Securities Senior Notes to be purchased on such datehereunder, each of the non-defaulting Underwriters shall will be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities Senior Notes exceeds 10% of the aggregate principal amount of the Securities Senior Notes to be purchased on such datehereunder, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall will relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives remaining Underwriter or (ii) Underwriters or the Company shall will have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Underwritten Notes shall fail at the Closing Time Date to purchase the Securities Underwritten Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriters have not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Underwritten Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all such non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Underwritten Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter. Underwriters No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter set forth in a termination this Section 11, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.arrangements may be effected

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Time to purchase the Securities Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”Notes"), then such of the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall you have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all such non-defaulting Underwriters, or (bii) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from any liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriters as set forth in a termination of this Agreement Section 13, either (i) you or the Representatives or (ii) the Company Depositor shall have the right to postpone the Closing Time for a period not exceeding seven days five (5) Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail participating in an offering of Debt Securities fails at the applicable Closing Time Date to purchase the Debt Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”"DEFAULTED SECURITIES"), then the Representatives shall Representative will have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall Representative has not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Debt Securities to be purchased on such datepursuant to the Terms Agreement, each of the non-defaulting Underwriters shall named in such Terms Agreement will be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations thereunder bear to the underwriting obligations of all such non-defaulting Underwriters, ; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Debt Securities to be purchased on pursuant to such dateTerms Agreement, this the Terms Agreement shall will terminate without any liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section shall 9 will relieve any defaulting Underwriter from liability in respect of its default. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement Section 9, either (i) the Representatives Representative or (ii) the Company shall will have the right to postpone the applicable Closing Time Date for a period not exceeding seven full business days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Date to purchase any of the Securities 2023 Notes and/or the 2025 Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the CompanyUnderwriters, to purchase all, but not less than all, of such Defaulted Notes, as the Defaulted Securities case may be, in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the respective aggregate principal amount amounts of 2023 Notes or 2025 Notes, as the Securities case may be, to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations under this Agreement bear to the underwriting purchase obligations of all non-defaulting UnderwritersUnderwriters of such 2023 Notes or 2025 Notes, as the case may be; or (bii) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the respective aggregate principal amount amounts of the Securities 2023 Notes or 2025 Notes, as the case may be, to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. . (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) Agreement, the Representatives or (ii) non-defaulting Underwriters and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or the relevant Date of Delivery, as the case may be, to purchase the Debt Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives then DLJ shall have the right, within 24 48 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives DLJ shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Debt Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations as listed on Schedule 1 hereto bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Debt Securities to be purchased on such date, this Agreement date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) DLJ, the Company or the Operating Partnership shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail fails at Closing Time to purchase the Securities Senior Notes which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”Senior Notes"), the Representatives shall remaining Underwriter or Underwriters will have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriter or underwriters, to purchase all, but not less than all, of the Defaulted Securities Senior Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall remaining Underwriter or Underwriters do not have completed complete such arrangements within such 24-hour period, then: (a) if the aggregate principal amount number of the Defaulted Securities Senior Notes does not exceed 10% of the aggregate principal amount of the Securities Senior Notes to be purchased on such datehereunder, each of the non-defaulting Underwriters shall will be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities Senior Notes exceeds 10% of the aggregate principal amount of the Securities Senior Notes to be purchased on such datehereunder, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall will relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives remaining Underwriter or (ii) Underwriters or the Company shall will have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. If ------------------------------------------ one or more of the Underwriters shall fail at on the Closing Time Date to purchase the Securities Certificates which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives lead Underwriter shall have the right, within -------------------- 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriter, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such dateapplicable class of Certificates, each of the non-defaulting Underwriters of such class of Certificates shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears with respect to such class of Certificates bear to the underwriting obligations 29 of all non-defaulting UnderwritersUnderwriters of such class of Certificates, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such dateapplicable class of Certificates, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives Representative or (ii) the Company Bank shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this the Pricing Agreement (the “Defaulted SecuritiesDEFAULTED SECURITIES”), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (ai) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (bii) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, the Pricing Agreement (including the provisions of this Agreement Agreement) shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of the Pricing Agreement (including the provisions of this Agreement Agreement), either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Series 2003-2 Notes shall fail at the Closing Time Date to purchase the Securities Series 2003-2 Notes which it or they are is obligated to purchase under this Agreement hereunder (the “Defaulted Securities”), then the Representatives non-defaulting Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter(s) have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Series 2003-2 Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter(s) shall be obligated, severally and not jointly, obligated to purchase the full amount thereof thereof, severally in the proportion that its same proportions as the principal amount of Series 2003-2 Notes set forth opposite their respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersnames in Schedule 1 hereto, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Series 2003-2 Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter(s). No action taken pursuant to this Section shall relieve the defaulting Underwriter(s) from the liability with respect to any defaulting Underwriter from liability in respect default of its defaultsuch Underwriter(s) under this Agreement. In the event of any such a default which does not result by an Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this the Pricing Agreement (the “Defaulted Securities”"DEFAULTED SECURITIES"), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (ai) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (bii) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, the Pricing Agreement (including the provisions of this Agreement Agreement) shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of the Pricing Agreement (including the provisions of this Agreement Agreement), either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Underwriting Agreement (the “"Defaulted Securities”"), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are then obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to approved by the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-24 hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 5 (it being understood that the fees and expenses referred to in clause (v) of Section 5(a) would in such event be payable by the Representatives) and except that Sections 2, 7, 8 and 9 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an a defaulting Underwriter under this Section 1011.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “Defaulted Securities”), the Representatives you shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 2436-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective Securities underwriting obligation hereunder bears proportions bear to the underwriting obligations of all non-defaulting Underwriters, ; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Representatives non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an a Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Series 2005-1 Notes shall fail at the Closing Time Date to purchase the Securities Series 2005-1 Notes which it or they are is obligated to purchase under this Agreement hereunder (the “Defaulted Securities”), then the Representatives non-defaulting Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter(s) have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Series 2005-1 Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter(s) shall be obligated, severally and not jointly, obligated to purchase the full amount thereof thereof, severally in the proportion that its same proportions as the principal amount of Series 2005-1 Notes set forth opposite their respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersnames in Schedule 1 hereto, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Series 2005-1 Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter(s). No action taken pursuant to this Section shall relieve the defaulting Underwriter(s) from the liability with respect to any defaulting Underwriter from liability in respect default of its defaultsuch Underwriter(s) under this Agreement. In the event of any such a default which does not result by an Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Date to purchase any of the Securities 2022 Notes and/or the 2024 Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the CompanyUnderwriters, to purchase all, but not less than all, of such Defaulted Notes, as the Defaulted Securities case may be, in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the respective aggregate principal amount amounts of 2022 Notes or 2024 Notes, as the Securities case may be, to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations under this Agreement bear to the underwriting purchase obligations of all non-defaulting UnderwritersUnderwriters of such 2022Notes or 2024 Notes, as the case may be; or (bii) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the respective aggregate principal amount amounts of the Securities 2022 Notes or 2024 Notes, as the case may be, to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. . (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) Agreement, the Representatives or (ii) non-defaulting Underwriters and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Initial Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such dateInitial Securities, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective Initial Securities underwriting obligation hereunder bears proportions bear to the underwriting obligations of all non-defaulting Underwriters, ; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such dateInitial Securities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Representatives non-defaulting Underwriters or (ii) the Company Offerors shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If -------------------------------------------- one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are is obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwritersit-, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriter shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersthereof, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail participating in an offering of Debt Securities fails at the applicable Closing Time Date to purchase the Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”"DEFAULTED SECURITIES"), then the Representatives shall Representative will have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall Representative has not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Underwritten Securities to be purchased on such datepursuant to the Terms Agreement, each of the non-defaulting Underwriters shall named in such Terms Agreement will be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations thereunder bear to the underwriting obligations of all such non-defaulting Underwriters, ; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Underwritten Securities to be purchased on pursuant to such dateTerms Agreement, this the Terms Agreement shall will terminate without any liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section shall 9 will relieve any defaulting Underwriter from liability in respect of its default. In the event of a default by any such default which does not result Underwriter or Underwriters as set forth in a termination of this Agreement Section 9, either (i) the Representatives Representative or (ii) the Company shall will have the right to postpone the applicable Closing Time Date for a period not exceeding seven full business days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwritersit, or any other underwriters reasonably acceptable to the Companyalternative underwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives such Underwriter shall not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwriters, thereof; or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) Agreement, the Representatives Underwriters or (ii) the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or the relevant Date of Delivery, as the case may be, to purchase the Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), the Representatives shall then Merrxxx Xxxcx xxxll have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein and therein set forth; if, however, the Representatives shall Merrxxx Xxxcx xxxll not have completed such arrangements within such 24-hour period, then: (a) if the number or aggregate principal amount amount, as the case may be, of the Defaulted Securities does not exceed 10% of the number or aggregate principal amount amount, as the case may be, of the Underwritten Securities to be purchased on such datedate pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters, ; or (b) if the number or aggregate principal amount amount, as the case may be, of the Defaulted Securities exceeds 10% of the number or aggregate principal amount amount, as the case may be, of the Underwritten Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken date pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.Terms

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then one or more of the Representatives non-defaulting Underwriters, or any other underwriters, shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datedate pursuant hereto, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datedate pursuant hereto, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Underwriting Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Series 2004-1 Notes shall fail at the Closing Time Date to purchase the Securities Series 2004-1 Notes which it or they are is obligated to purchase under this Agreement hereunder (the “Defaulted Securities”), then the Representatives non-defaulting Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter(s) have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Series 2004-1 Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter(s) shall be obligated, severally and not jointly, obligated to purchase the full amount thereof thereof, severally in the proportion that its same proportions as the principal amount of Series 2004-1 Notes set forth opposite their respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersnames in Schedule 1 hereto, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Series 2004-1 Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter(s). No action taken pursuant to this Section shall relieve the defaulting Underwriter(s) from the liability with respect to any defaulting Underwriter from liability in respect default of its defaultsuch Underwriter(s) under this Agreement. In the event of any such a default which does not result by an Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities principal amount of the 2024 Notes, the 2026 Notes and/or the 2029 Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), then 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal 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: (ai) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (bii) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or at the Option Closing Time, as the case may be, to purchase all or part of the Capital Securities which that it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-non defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour 24‑hour period, then:: 29 (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Capital Securities or the Securities to be purchased on such dateOption Capital Securities, as the case may be, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of Initial Capital Securities or the Securities to be purchased on such dateOption Capital Securities, as the case may be, this Agreement shall terminate without liability on the part of any non-defaulting non‑defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives Representative or (ii) the Company Offerors shall have the right to postpone the Closing Time or the Option Closing Time, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are is obligated to purchase under this Agreement (the “"Defaulted Securities”"), the other Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount at maturity of the Defaulted Securities does not exceed 10% of the aggregate principal amount at maturity of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount at maturity of the Defaulted Securities exceeds 10% of the aggregate principal amount at maturity of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time Time, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of ------------------------------------------ the Underwriters participating in the public offering of the Notes shall fail at the Closing Time Date to purchase the Securities Notes which it or they are is obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then the Representatives non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersthereof, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part party of any non-the non- defaulting Underwriter. No action taken pursuant to this Section shall relieve any the defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of any such a default which does not result by either Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing a Time of Delivery to purchase the Securities procure subscribers for or, failing which, to subscribe itself for any Underwritten Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities Underwritten Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase subscribe for the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (bii) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities Underwritten Shares to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives Underwriters or (ii) the Company shall have the right to postpone Closing the Time of Delivery for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package, the Pricing Prospectus, the Prospectus or Prospectus the Rights Circular or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under this Underwriting Agreement (the “"Defaulted Securities”"), then the Representatives Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative(s) shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Underwriting Agreement, either (ithe Representative(s) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “Defaulted Securities”), the Representatives you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting non‑defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall non‑defaulting Underwriters have not have completed such arrangements within such 24-hour 24‑hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters non‑defaulting Underwriter shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective Securities underwriting obligation hereunder bears proportions bear to the underwriting obligations of all non-defaulting non‑defaulting Underwriters, ; or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting non‑defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Representatives non‑defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or ------------------------------------------ more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Series 2002-2 Notes shall fail at the Closing Time Date to purchase the Securities Series 2002-2 Notes which it or they are is obligated to purchase under this Agreement hereunder (the “Defaulted Securities”"DEFAULTED SECURITIES"), then the Representatives non-defaulting Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter(s) have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Series 2002-2 Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter(s) shall be obligated, severally and not jointly, obligated to purchase the full amount thereof thereof, severally in the proportion that its same proportions as the principal amount of Series 2002-2 Notes set forth opposite their respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersnames in Schedule 1 hereto, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Series 2002-2 Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter(s). No action taken pursuant to this Section shall relieve the defaulting Underwriter(s) from the liability with respect to any defaulting Underwriter from liability in respect default of its defaultsuch Underwriter(s) under this Agreement. In the event of any such a default which does not result by an Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase either the Securities 2014 Notes or the 2019 Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities 2014 Notes or the 2019 Notes, as applicable, to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities 2014 Notes or the 2019 Notes, as applicable, to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one any Underwriter or more of the Underwriters shall fail at Closing Time default in its or their obligations to purchase Preferred Securities hereunder on the Closing Date and the aggregate number of Preferred Securities which it that such defaulting Underwriter or they are obligated Underwriters agreed but failed to purchase under this Agreement (the “Defaulted Securities”), 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 reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount total number of Preferred Securities that the Underwriters are obligated to purchase on the Closing Date, the Underwriters may make arrangements satisfactory to the Offerors for the purchase of such Preferred Securities by other persons, including any of the Securities to be purchased on Underwriters, but if no such datearrangements are made by the Closing Date, each of the non-defaulting Underwriters shall be obligatedobligated severally, severally and not jointlyin proportion to their respective commitments hereunder, to purchase the full amount thereof in Preferred Securities that such defaulting Underwriters agreed but failed to purchase on the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwriters, or (b) if Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of the Defaulted Preferred Securities with respect to which such default or defaults occur exceeds 10% of the aggregate principal amount total number of Preferred Securities that the Underwriters are obligated to purchase on the Closing Date, and arrangements satisfactory to the Underwriters and the Offerors for the purchase of such Preferred Securities to be purchased on by other persons are not made within 36 hours after such datedefault, this Agreement shall terminate will terminate, subject to the provisions of Section 11, without liability on the part of any non-defaulting UnderwriterUnderwriter or the Offerors, except as provided in Section 10. No action taken pursuant to this Section shall Nothing herein will relieve any a defaulting Underwriter from liability in respect of for its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives Underwriters or (ii) the Company Offerors shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 109.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or any Additional Closing Time, as the case may be, to purchase the Securities which it is, or they are are, obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters reasonably acceptable to the Company, underwriter(s) to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriter shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, to purchase the full amount number thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time and any Additional Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the preliminary prospectus or the Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Firm Shares which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesShares”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the CompanyUnderwriters, to purchase all, but not less than all, of the Defaulted Securities Shares in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount number of the Defaulted Securities Shares does not exceed 10% of the aggregate principal amount number of the Securities Firm Shares to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations under this Agreement bear to the underwriting purchase obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities Shares exceeds 10% of the aggregate principal amount of the Securities Firm Shares to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Class A Certificates shall fail at the Closing Time Date to purchase the Securities Class A Certificates which it is (or they are are) obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”Certificates"), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Certificates in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriters have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of the Securities Class A Certificates to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all such non-defaulting Underwriters, or (bii) if the aggregate principal amount of the Defaulted Securities Certificates exceeds 10% of the aggregate principal amount of the Securities Class A Certificates to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter as set forth in a termination this Section 10, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time Date to purchase the Securities aggregate number of Depositary Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal 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 36‑hour period, then: (ai) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities Depositary Shares to be purchased on such datethe Closing Date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof of such Defaulted Securities in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, ; or (bii) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities Depositary Shares to be purchased on such datethe Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) Agreement, the Representatives or (ii) the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Class A Certificates shall fail at the Closing Time Date to purchase the Securities Class A Certificates which it is (or they are are) obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”Certificates"), then such of the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Certificates in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall you have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of the Securities Class A Certificates to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all such non-defaulting Underwriters, or (bii) if the aggregate principal amount of the Defaulted Securities Certificates exceeds 10% of the aggregate principal amount of the Securities Class A Certificates to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriters as set forth in a termination of this Agreement Section 13, either (i) you or the Representatives or (ii) the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Series 2005-3 Notes shall fail at the Closing Time Date to purchase the Securities Series 2005-3 Notes which it or they are is obligated to purchase under this Agreement hereunder (the “Defaulted Securities”), then the Representatives non-defaulting Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter(s) have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Series 2005-3 Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter(s) shall be obligated, severally and not jointly, obligated to purchase the full amount thereof thereof, severally in the proportion that its same proportions as the principal amount of Series 2005-3 Notes set forth opposite their respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersnames in Schedule 1 hereto, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Series 2005-3 Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter(s). No action taken pursuant to this Section shall relieve the defaulting Underwriter(s) from the liability with respect to any defaulting Underwriter from liability in respect default of its defaultsuch Underwriter(s) under this Agreement. In the event of any such a default which does not result by an Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Date to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal 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 36‑hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such dateSecurities, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof of such Defaulted Securities in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, ; or (bii) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such dateSecurities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) Agreement, the Representatives or (ii) the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives Underwriters or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at on the Closing Time Date to purchase the Securities Offered Notes which it or they are obligated to purchase under this Underwriting Agreement (the “"Defaulted Securities”Notes"), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Offered Notes to be purchased on such datepursuant to this Underwriting Agreement, each of the non-defaulting Underwriters named in this Underwriting Agreement shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations thereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Offered Notes to be purchased on such datepursuant to this Underwriting Agreement, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 12 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Underwriting Agreement, either (i) the Representatives Representative or (ii) the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are then obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to approved by the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-24 hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, oror Table of Contents (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 5 (it being understood that the fees and expenses referred to in clause (v) of Section 5 would in such event be payable by the Representatives) and except that Sections 2, 7, 8 and 9 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an a defaulting Underwriter under this Section 1011.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time or the Option Closing Time to purchase the Capital Securities which or the Option Capital Securities, as the case may be, that it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Capital Securities or the Securities to be purchased on such dateOption Capital Securities, as the case may be, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of Capital Securities or the Securities to be purchased on such dateOption Capital Securities, as the case may be, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company Offerors shall have the right to postpone Closing Time or the Option Closing Time, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of ------------------------------------------ the Underwriters shall fail at on the Closing Time Date to purchase the Securities Certificates which it or they are obligated to purchase under this Agreement (the “"Defaulted --------- Securities”"), the Representatives lead Underwriter shall have the right, within 24 hours ---------- thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such dateapplicable class of Certificates, each of the non-defaulting Underwriters of such class of Certificates shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears with respect to such class of Certificates bear to the underwriting obligations of all non-non- defaulting UnderwritersUnderwriters of such class of Certificates, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such dateapplicable class of Certificates, this Agreement shall terminate without liability on the part of any non-non- defaulting Underwriter. No action taken pursuant to this Section section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives Representative or (ii) the Company Bank shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations under this Agreement bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time or at any Date of Delivery to purchase the Securities which it or they are then obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to approved by the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-24 hour period, then: (ai) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-non defaulting Underwriters, or (bii) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding seven days (but, in the case of a Date of Delivery, not beyond the 30th day after the date of this Agreement) in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an a defaulting Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Series _____ Notes shall fail at the Closing Time Date to purchase the Securities Series _____ Notes which it or they are is obligated to purchase under this Agreement hereunder (the “Defaulted Securities”"DEFAULTED SECURITIES"), then the Representatives non-defaulting Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter(s) have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Series _____ Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter(s) shall be obligated, severally and not jointly, obligated to purchase the full amount thereof thereof, severally in the proportion that its same proportions as the principal amount of Series _____ Notes set forth opposite their respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersnames in Schedule 1 hereto, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Series _____ Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter(s). No action taken pursuant to this Section shall relieve the defaulting Underwriter(s) from the liability with respect to any defaulting Underwriter from liability in respect default of its defaultsuch Underwriter(s) under this Agreement. In the event of any such a default which does not result by an Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are then obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to approved by the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives non- defaulting Underwriters shall not have completed such arrangements within such 24-24 hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 5 (it being understood that the fees and expenses referred to in clause (v) of Section 5(a) would in such event be payable by the Representatives) and except that Sections 2, 7, 8 and 9 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an a defaulting Underwriter under this Section 1011.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Series 2003-1 Notes shall fail at the Closing Time Date to purchase the Securities Series 2003-1 Notes which it or they are is obligated to purchase under this Agreement hereunder (the “Defaulted Securities”), then the Representatives non-defaulting Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter(s) have not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Series 2003-1 Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter(s) shall be obligated, severally and not jointly, obligated to purchase the full amount thereof thereof, severally in the proportion that its same proportions as the principal amount of Series 2003-1 Notes set forth opposite their respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting Underwritersnames in Schedule 1 hereto, or (bii) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Series 2003-1 Notes to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter(s). No action taken pursuant to this Section shall relieve the defaulting Underwriter(s) from the liability with respect to any defaulting Underwriter from liability in respect default of its defaultsuch Underwriter(s) under this Agreement. In the event of any such a default which does not result by an Underwriter as set forth in a termination this Section, each of this Agreement either (i) the Representatives or (ii) Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time or the Option Closing Time to purchase the Capital Securities which or the Option Capital Securities, as the case may be, that it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), 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 reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (a) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Capital Securities or the Securities to be purchased on such dateOption Capital Securities, as the case may be, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of Capital Securities or the Securities to be purchased on such dateOption Capital Securities, as the case may be, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company Offerors shall have the right to postpone Closing Time or the Option Closing Time, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.effect

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at on the Closing Time Date to purchase the Securities Offered Notes which it or they are obligated to purchase under this Underwriting Agreement (the “Defaulted SecuritiesNotes”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the Companyunderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of the Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Offered Notes to be purchased on such datepursuant to this Underwriting Agreement, each of the non-defaulting Underwriters named in this Underwriting Agreement shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation hereunder bears obligations thereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of the Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Offered Notes to be purchased on such datepursuant to this Underwriting Agreement, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 14 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Underwriting Agreement, either (i) the Representatives Representative or (ii) the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities Notes (including the Guarantees attached thereto) which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably acceptable to the CompanyUnderwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal 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: (aA) if the aggregate principal amount number of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes (including the Guarantees attached thereto) to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportion proportions that its their respective underwriting obligation obligations hereunder bears bear to the underwriting obligations of all non-defaulting Underwriters, or (bB) if the aggregate principal amount number of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes (including the Guarantees attached thereto) to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section shall relieve any defaulting Underwriter Underwriters from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “UnderwriterUnderwriters” includes any person substituted for an Underwriter Underwriters under this Section 1011.