Common use of Default of Purchasers Clause in Contracts

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes hereunder and the aggregate principal amount of Purchased Notes which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes or less, the non-defaulting Purchasers may make arrangements satisfactory to the Company for the purchase of such Purchased Notes by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes by other persons are not made within seventy-two hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes hereunder and the aggregate principal amount of Purchased Notes which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 1110. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers Credit Suisse may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you Credit Suisse and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 10 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on the Closing Date and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on the Closing Date, the non-defaulting Purchasers Representative may make arrangements satisfactory to the Company Issuers for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on the Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities that the Purchasers are obligated to purchase on the Closing Date and arrangements reasonably satisfactory to you the Representative and the Company Issuers for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the CompanyIssuers, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary10. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Purchasers' Debt Securities hereunder and the aggregate principal amount of Purchased Notes Purchasers' Debt Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes Purchasers' Debt Securities or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Purchasers' Debt Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Purchasers' Debt Securities which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Purchasers' Debt Securities with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Purchasers' Debt Securities by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 119. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Purchasers' Debt Securities hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes New Bonds hereunder and the aggregate principal amount of Purchased Notes New Bonds which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes New Bonds or less, the non-defaulting Purchasers Representative may make arrangements satisfactory to the Company for the purchase of such Purchased Notes New Bonds by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date time of purchase the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes New Bonds which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes New Bonds with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you the Representative and the Company for the purchase of such Purchased Notes New Bonds by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section Sections 4(f), 4(h), 9, 10 and 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes New Bonds hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date time of purchase for a period of not more than seven five full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As Nothing in this Section 8, however, shall operate to limit any rights which the Company may have against any Purchaser who shall for any reason other than a reason permitted hereunder fail to purchase the principal amount of New Bonds purchasable by it upon tender thereof in accordance with the terms of this Agreement. The term "Purchaser" as used in this Agreement, the term “Purchaser” includes any person Agreement shall refer to and include each purchaser substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Section 8, with like effect as if said substituted Purchaser from liability for its defaulthad originally been named in Schedule A. 9.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, hereunder and the aggregate principal amount number of Purchased Notes shares of Firm Common Stock or Additional Common Stock, as the case may be, which such defaulting Purchaser or Purchasers agreed but failed to purchase is equal to or less than 10% of the principal amount total number of Purchased Notes shares of Firm Common Stock or lessAdditional Common Stock, as the non-defaulting Purchasers case may be, you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date or the Additional Closing Date, as the case may be, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 119 and except that any default by a Purchaser with respect to the purchase of Additional Common Stock shall not affect the obligation of the Purchasers to purchase the Firm Common Stock. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date and an Additional Closing Date, as the case may be, for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Debt Securities hereunder and the aggregate principal amount of Purchased Notes Debt Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes Debt Securities or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Debt Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Debt Securities which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Debt Securities with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Debt Securities by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 119. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Debt Securities hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers CSFBC may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you CSFBC and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 9 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on the Closing Date or any Additional Closing Date, as the case may be, and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the aggregate principal amount of Purchased Notes Offered Securities that the Purchasers are obligated to purchase on the Closing Date or lessany Additional Closing Date, as the case may be, the non-defaulting Purchasers Representatives may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date or such Additional Closing Date, as the case may be, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on the Closing Date or any Additional Closing Date, as the case may be. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage aggregate principal amount of Offered Securities that the Purchasers are obligated to purchase on the Closing Date or any Additional Closing Date, as the case may be, and arrangements reasonably satisfactory to you the Representatives and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary10. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities, the non-defaulting Purchasers CSFB may make arrangements satisfactory to the Company and the Guarantors for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities and arrangements reasonably satisfactory to you CSFB and the Company and the Guarantors for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the CompanyCompany or any Guarantor, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary9. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default. In the event of any such default that does not result in a termination of this Agreement, CSFB or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Offering Circular or in any other documents or arrangements.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, hereunder and the aggregate principal amount number of Purchased Notes shares of Firm Preference Stock or Additional Preference Stock, as the case may be, which such defaulting Purchaser or Purchasers agreed but failed to purchase is equal to or less than 10% of the principal amount total number of Purchased Notes shares of Firm Preference Stock or lessAdditional Preference Stock, as the non-defaulting Purchasers case may be, you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date or the Additional Closing Date, as the case may be, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 1110 and except that any default by a Purchaser with respect to the purchase of Additional Preference Stock shall not affect the obligations of the Purchasers to purchase the Firm Preference Stock. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date and the Additional Closing Date, as the case may be, for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, hereunder and the aggregate principal amount number of Purchased Notes shares of Firm Preference Stock or Additional Preference Stock, as the case may be, which such defaulting Purchaser or Purchasers agreed but failed to purchase is equal to or less than 10% of the principal amount total number of Purchased Notes shares of Firm Preference Stock or lessAdditional Preference Stock, as the non-defaulting Purchasers case may be, you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date or the Additional Closing Date, as the case may be, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 119 and except that any default by a Purchaser with respect to the purchase of Additional Preference Stock shall not affect the obligation of the Purchasers to purchase the Firm Preference Stock. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Firm Preference Stock or Additional Preference Stock, as the case may be, hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date and an Additional Closing Date, as the case may be, for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Bonds hereunder and the aggregate principal amount of Purchased Notes Bonds which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes Bonds or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Bonds by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Bonds which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Bonds with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Bonds by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 119. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Bonds hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes hereunder and the aggregate principal amount of Purchased Notes which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes or less, the non-defaulting Purchasers may make arrangements satisfactory to the Company for the purchase of such Purchased Notes by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes by other persons are not made within seventy-two hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 1110. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus Final Memorandum or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on either the First Closing Date or any Optional Closing Date, and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers CSFBC may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you CSFBC and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 9 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you the non-defaulting Purchasers and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 10 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers Representatives may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you the Representatives and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 10 (provided that, if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement will not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Preferred Securities hereunder and the aggregate principal liquidation amount of Purchased Notes Preferred Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal liquidation amount of Purchased Notes Preferred Securities or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company Issuers for the purchase of such Purchased Notes Preferred Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Preferred Securities which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal liquidation amount of Purchased Notes Preferred Securities with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company Issuers for the purchase of such Purchased Notes Preferred Securities by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the CompanyIssuers, except as provided in Section 119. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Preferred Securities hereunder, the Company Issuers may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company Issuers will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Securities hereunder, and of each Purchaser to purchase the Securities hereunder, that, except as hereinafter in this paragraph provided, each Purchaser shall purchase and pay for all Securities agreed to be purchased by such Purchaser hereunder upon tender to the Representatives of all such Securities in accordance with the terms hereof. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Securities hereunder on the First Closing Date and the aggregate principal amount of Purchased Notes Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% does not exceed 10 percent of the total aggregate principal amount of Purchased Notes or lessSecurities which the Purchasers are obligated to purchase on the First Closing Date, the Representatives (or, if a Representative is in default, the non-defaulting Purchasers Purchasers) may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Securities by other persons, including any of the Purchasers, but if no such arrangements are made by such date the Closing Date the non-defaulting nondefaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Securities which such defaulting Purchasers agreed but failed to purchasepurchase on such date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Securities with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you the Representatives (or, if a Representative is in default, the non-defaulting Purchasers) and the Company for the purchase of such Purchased Notes Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Purchaser or the Company, except as for the expenses to be paid by the Company pursuant to Sections 7 and 9 hereof and except to the extent provided in Section 1110 hereof. In the event that any Purchaser Securities to which a default relates are to be purchased by the nondefaulting Purchasers or Purchasers default in their obligation to purchase Purchased Notes hereunderby another party or parties, the Company mayRepresentatives (or, by prompt written notice to if a Representative is in default, the non-defaulting Purchasers, ) or the Company shall have the right to postpone the First Closing Date for a period of not more than seven full business days in order to effect whatever that the necessary changes may thereby be made necessary in the Registration Statement or the Prospectus or in Pricing Memorandum and Offering Memorandum and any other documents, and the Company will promptly file as well as any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which other arrangements, may thereby be made necessaryeffected. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this SectionSection 11. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes New Securities hereunder and the aggregate principal amount of Purchased Notes New Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes New Securities or less, the non-defaulting Purchasers Representative may make arrangements satisfactory to the Company for the purchase of such Purchased Notes New Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date time of purchase the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes New Securities which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes New Securities with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you the Representative and the Company for the purchase of such Purchased Notes New Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section Sections 4(f), 4(h), 9, 10 and 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes New Securities hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date time of purchase for a period of not more than seven five full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As Nothing in this Section 8, however, shall operate to limit any rights which the Company may have against any Purchaser who shall for any reason other than a reason permitted hereunder fail to purchase the principal amount of New Securities purchasable by it upon tender thereof in accordance with the terms of this Agreement. The term "Purchaser" as used in this Agreement, the term “Purchaser” includes any person Agreement shall refer to and include each purchaser substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Section 8, with like effect as if said substituted Purchaser from liability for its defaulthad originally been named in Schedule A. 9.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount at maturity of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers CSFBC may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount at maturity of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you CSFBC and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 9 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. (a) If on the Closing Date, any Purchaser or Purchasers default in their its obligations to purchase Purchased Notes hereunder and the aggregate principal amount of Purchased Notes which such defaulting Purchaser or Purchasers Offered Securities that it has agreed but failed to purchase is 10% of the principal amount of Purchased Notes or lesshereunder, the non-defaulting Purchasers may make arrangements satisfactory to the Company in their discretion arrange for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severallyor other persons satisfactory to the Company on the terms contained in this Agreement. If, in proportion to their respective commitments hereunderwithin 36 hours after any such default by any Purchasers, to purchase the Purchased Notes which such non-defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company do not arrange for the purchase of such Purchased Notes by Offered Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons are not made within seventy-two hours after such default, this Agreement will terminate without liability on satisfactory to the part of any non-defaulting Purchaser or Purchasers to purchase the Company, except as provided in Section 11Offered Securities on such terms. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderwithin the respective prescribed periods, the Company may, by prompt written notice to the non-defaulting PurchasersPurchasers notify the Company that they have so arranged for the purchase of such Offered Securities, or the Company notifies the non-defaulting Purchasers that it has so arranged for the purchase of such Offered Securities, either the non-defaulting Purchasers or the Company may postpone the Closing Date for a period of not more than up to seven full business days in order to effect whatever any changes that, in the opinion of counsel for the Company or counsel for the Purchasers, may thereby be made necessary in the Registration Statement or General Disclosure Package, the Prospectus Final Offering Memorandum or in any other documentsdocument or arrangement, and the Company will agrees to promptly file prepare any amendments amendment or supplement to the Registration Statement or supplements to the Time of Sale Prospectus General Disclosure Package or the Prospectus which may thereby be made necessaryFinal Offering Memorandum that effects any such changes. As used in this Agreement, the term “Purchaser” includes includes, for all purposes of this Agreement unless the context requires otherwise, any person substituted party not listed in Schedule A hereto that, pursuant to this Section 10, purchases Offered Securities that a defaulting Purchaser agreed, but subsequently failed, to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Purchaser under or Purchasers by the non-defaulting Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of Offered Securities that remains unpurchased on the Closing Date does not exceed one-eleventh of the aggregate principal amount of all the Offered Securities, then the Company shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Offered Securities that such Purchaser agreed to purchase hereunder plus such Purchaser’s pro rata share (based on the principal amount of Offered Securities that such Purchaser agreed to purchase hereunder) of the Offered Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; provided, however, that no non-defaulting Purchasers shall not obligated to purchase more than 110% of the aggregate principal amount of Offered Securities that it agreed to purchase on the Closing Date, pursuant to the terms of Section 4 hereof. (c) If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Purchaser or Purchasers by the non-defaulting Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Offered Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Offered Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this SectionAgreement shall terminate without liability on the part of the non-defaulting Purchasers. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 6(h) and Section 12 and except that the provisions of Section 9 shall not terminate and shall remain in effect. (d) Nothing contained herein will shall relieve a defaulting Purchaser from of any liability it may have to the Company or any non-defaulting Purchaser for its damages caused by such Purchaser’s default.

Default of Purchasers. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Securities hereunder, and of each Purchaser to purchase the Securities hereunder, that, except as hereinafter in this paragraph provided, each of the Purchaser shall purchase and pay for all Securities agreed to be purchased by such Purchaser hereunder upon tender to the Representatives of all such Securities in accordance with the terms hereof. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Securities hereunder on the First Closing Date and the aggregate principal amount of Purchased Notes Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% does not exceed 10 percent of the total aggregate principal amount of Purchased Notes or lessSecurities which the Purchasers are obligated to purchase on the First Closing Date, the Representatives (or, if the Representatives are in default, the non-defaulting Purchasers Purchasers) may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Securities by other persons, including any of the Purchasers, but if no such arrangements are made by such date the Closing Date the non-defaulting nondefaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Securities which such defaulting Purchasers agreed but failed to purchasepurchase on such date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Securities with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you the Representatives (or, if the Representatives are in default, the non-defaulting Purchasers) and the Company for the purchase of such Purchased Notes Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Purchaser or the Company, except as for the expenses to be paid by the Company pursuant to Sections 7 and 9 hereof and except to the extent provided in Section 1111 hereof. In the event that any Purchaser Securities to which a default relates are to be purchased by the nondefaulting Purchasers or Purchasers default in their obligation to purchase Purchased Notes hereunderby another party or parties, the Company mayRepresentatives (or, by prompt written notice to if the Representatives are in default, the non-defaulting Purchasers, ) or the Company shall have the right to postpone the First Closing Date for a period of not more than seven full business days in order to effect whatever that the necessary changes may thereby be made necessary in the Registration Statement or the Prospectus or in Pricing Memorandum and Offering Memorandum and any other documents, and the Company will promptly file as well as any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which other arrangements, may thereby be made necessaryeffected. As used in this Agreement, the term “Purchaser” includes any person substituted for a an Purchaser under this SectionSection 12. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Securities hereunder and the aggregate principal amount of Purchased Notes which the Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessthe Offered Securities, the non-defaulting Purchasers Representatives may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other personspersons (provided that such persons shall not cause the offer, sale or issuance of the Offered Securities to require registration under the Securities Act, other than pursuant to the Registration Rights Agreement, or make the exemptions provided by Rule 144A and/or Regulation S unavailable for the offer, sale and issuance of the Offered Securities), including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes the Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of the Offered Securities and arrangements reasonably satisfactory to you the Representatives and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary10. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Purchasers' Bonds hereunder and the aggregate principal amount of Purchased Notes Purchasers' Bonds which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes Purchasers' Bonds or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Purchasers' Bonds by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Purchasers' Bonds which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Purchasers' Bonds with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Purchasers' Bonds by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 1110. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Purchasers' Bonds hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any either Purchaser or Purchasers default defaults in their its obligations to purchase Purchased Notes Securities hereunder and the aggregate principal amount of Purchased Notes which the Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessthe Offered Securities, the non-defaulting Purchasers Purchaser may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other personspersons (provided that such persons shall not cause the offer, including any sale or issuance of the PurchasersOffered Securities to require registration under the Securities Act, other than pursuant to the Registration Rights Agreement, or make the exemptions provided by Rule 144A and/or Regulation S unavailable for the offer, sale and issuance of the Offered Securities), but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers Purchaser shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which such Offered Securities that the defaulting Purchasers Purchaser agreed but failed to purchase. If any either Purchaser or Purchasers so default defaults and the aggregate principal amount of Purchased Notes the Offered Securities with respect to which such default or defaults occur is more than occurs exceeds 10% of the above percentage total principal amount of the Offered Securities and arrangements reasonably satisfactory to you the non-defaulting Purchaser and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any the non-defaulting Purchaser or the Company, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary10. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers CSFB may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you CSFB and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 9 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Bonds hereunder and the aggregate principal amount of Purchased Notes Bonds which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes Bonds or less, the non-defaulting Purchasers may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Bonds by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Bonds which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Bonds with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Bonds by other persons are not made within seventy-two hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Bonds hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount of Purchased Notes which the Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessthe Offered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers CSFBC may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes the Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of the Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you CSFBC and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 9 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers CSFBC may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you CSFBC and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 9 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination)]. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Purchasers' Bonds hereunder and the aggregate principal amount of Purchased Notes Purchasers' Bonds which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes Purchasers' Bonds or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Purchasers' Bonds by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Purchasers' Bonds which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Purchasers' Bonds with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Purchasers' Bonds by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 119. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Purchasers' Bonds hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Purchasers' Debt Securities hereunder and the aggregate principal amount of Purchased Notes Purchasers' Debt Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes Purchasers' Debt Securities or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Purchasers' Debt Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Purchasers' Debt Securities which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Purchasers' Debt Securities with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Purchasers' Debt Securities by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 1110. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Purchasers' Debt Securities hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, hereunder and the aggregate principal amount number of Purchased Notes shares of Firm Common Stock or Additional Common Stock, as the case may be, which such defaulting Purchaser or Purchasers agreed but failed to purchase is equal to or less than 10% of the principal amount total number of Purchased Notes shares of Firm Common Stock or lessAdditional Common Stock, as the non-defaulting Purchasers case may be, you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date or the Additional Closing Date, as the case may be, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 1110 and except that any default by a Purchaser with respect to the purchase of Additional Common Stock shall not affect the obligation of the Purchasers to purchase the Firm Common Stock. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Firm Common Stock or Additional Common Stock, as the case may be, hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date and the Additional Closing Dated, as the case may be, for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If If, on the Closing Date or the Additional Closing Date, as the case may be, any Purchaser or Purchasers default in their obligations to purchase Purchased Notes the Shares that it has agreed to purchase hereunder on such date and the aggregate principal amount of Purchased Notes the Shares which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% or less of the principal amount of Purchased Notes or lessaggregate number Shares to be purchased by all Purchasers on such date, the non-defaulting Purchasers may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Shares by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date or the Additional Closing Date, as the case may be, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Shares which such defaulting Purchasers agreed but failed to purchasepurchase on such date. If any Purchaser or Purchasers so default and the aggregate principal amount number of Purchased Notes Shares with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Shares by other persons are not made within seventy-two hours after such default, this Agreement or, with respect to any Additional Closing Date, the obligation of the Purchasers to purchase Shares on the Additional Closing Date, as the case may be, will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 1114. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Shares hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date or the Additional Closing Date, as the case may be, for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Securities hereunder, and of each Purchaser to purchase the Securities hereunder, that, except as hereinafter in this paragraph provided, each of the Purchaser shall purchase and pay for all Securities agreed to be purchased by such Purchaser hereunder upon tender to the Representatives of all such Securities in accordance with the terms hereof. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Securities hereunder on the First Closing Date and the aggregate principal amount of Purchased Notes Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% does not exceed 10 percent of the total aggregate principal amount of Purchased Notes or lessSecurities which the Purchasers are obligated to purchase on the First Closing Date, the Representatives (or, if a Representative is in default, the non-defaulting Purchasers Purchasers) may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Securities by other persons, including any of the Purchasers, but if no such arrangements are made by such date the Closing Date the non-defaulting nondefaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Securities which such defaulting Purchasers agreed but failed to purchasepurchase on such date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Securities with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you the Representatives (or, if a Representative is in default, the non-defaulting Purchasers) and the Company for the purchase of such Purchased Notes Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Purchaser or the Company, except as for the expenses to be paid by the Company pursuant to Sections 7 and 9 hereof and except to the extent provided in Section 1110 hereof. In the event that any Purchaser Securities to which a default relates are to be purchased by the nondefaulting Purchasers or Purchasers default in their obligation to purchase Purchased Notes hereunderby another party or parties, the Company mayRepresentatives (or, by prompt written notice to if a Representative is in default, the non-defaulting Purchasers, ) or the Company shall have the right to postpone the First Closing Date for a period of not more than seven full business days in order to effect whatever that the necessary changes may thereby be made necessary in the Registration Statement or the Prospectus or in Pricing Memorandum and Offering Memorandum and any other documents, and the Company will promptly file as well as any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which other arrangements, may thereby be made necessaryeffected. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this SectionSection 11. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers Representative may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you the Representative and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 8 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Debt Securities hereunder and the aggregate principal amount of Purchased Notes Debt Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes Debt Securities or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Debt Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Debt Securities which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Debt Securities with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Debt Securities by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 1110. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Debt Securities hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Securities hereunder, and of each Purchaser to purchase the Securities hereunder, that, except as hereinafter in this paragraph provided, each of the Purchaser shall purchase and pay for all Securities agreed to be purchased by such Purchaser hereunder upon tender to the Representative of all such Securities in accordance with the terms hereof. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Securities hereunder on the First Closing Date and the aggregate principal amount of Purchased Notes Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% does not exceed 10 percent of the total aggregate principal amount of Purchased Notes or lessSecurities which the Purchasers are obligated to purchase on the First Closing Date, the Representative (or, if the Representative is in default, the non-defaulting Purchasers Purchasers) may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Securities by other persons, including any of the Purchasers, but if no such arrangements are made by such date the Closing Date the non-defaulting nondefaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Securities which such defaulting Purchasers agreed but failed to purchasepurchase on such date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Securities with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you the Representative (or, if the Representative is in default, the non-defaulting Purchasers) and the Company for the purchase of such Purchased Notes Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Purchaser or the Company, except as for the expenses to be paid by the Company pursuant to Sections 7 and 9 hereof and except to the extent provided in Section 1110 hereof. In the event that any Purchaser Securities to which a default relates are to be purchased by the nondefaulting Purchasers or Purchasers default in their obligation to purchase Purchased Notes hereunderby another party or parties, the Company mayRepresentative (or, by prompt written notice to if the Representative is in default, the non-defaulting Purchasers, ) or the Company shall have the right to postpone the First Closing Date for a period of not more than seven full business days in order to effect whatever that the necessary changes may thereby be made necessary in the Registration Statement or the Prospectus or in Pricing Memorandum and Offering Memorandum and any other documents, and the Company will promptly file as well as any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which other arrangements, may thereby be made necessaryeffected. As used in this Agreement, the term “Purchaser” includes any person substituted for a an Purchaser under this SectionSection 11. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on the Closing Date or the Additional Closing Date, as the case may be, and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the aggregate principal amount of Purchased Notes Offered Securities that the Purchasers are obligated to purchase on the Closing Date or lessthe Additional Closing Date, as the case may be, the non-defaulting Purchasers Representatives may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date or such Additional Closing Date, as the case may be, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on the Closing Date or the Additional Closing Date, as the case may be. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage aggregate principal amount of Offered Securities that the Purchasers are obligated to purchase on the Closing Date or the Additional Closing Date, as the case may be, and arrangements reasonably satisfactory to you the Representatives and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary‎10. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities, the non-defaulting Purchasers Credit Suisse may make arrangements satisfactory to the Company Issuer for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities and arrangements reasonably satisfactory to you Credit Suisse and the Company Issuer for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the CompanyIssuer or any Guarantor, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary10. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default. If other Purchasers are obligated or agree to purchase the Offered Securities of a defaulting or withdrawing Purchaser, the Issuer or Credit Suisse may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Issuer or counsel for the remaining Purchasers may be necessary in the General Disclosure Package or in any other document or arrangement.

Default of Purchasers. If (a) If, on the Closing Date, any Purchaser or Purchasers default in their its obligations to purchase Purchased Notes hereunder and the aggregate principal amount of Purchased Notes which such defaulting Purchaser or Purchasers Offered Securities that it has agreed but failed to purchase is 10% of the principal amount of Purchased Notes or lesshereunder, the non-defaulting Purchasers may make arrangements satisfactory to the Company in their discretion arrange for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severallyor other persons satisfactory to the Company on the terms contained in this Agreement. If, in proportion to their respective commitments hereunderwithin 36 hours after any such default by any Purchasers, to purchase the Purchased Notes which such non-defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company do not arrange for the purchase of such Purchased Notes by Offered Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons are not made within seventy-two hours after such default, this Agreement will terminate without liability on satisfactory to the part of any non-defaulting Purchaser or Purchasers to purchase the Company, except as provided in Section 11Offered Securities on such terms. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderwithin the respective prescribed periods, the Company may, by prompt written notice to the non-defaulting PurchasersPurchasers notify the Company that they have so arranged for the purchase of such Offered Securities, or the Company notifies the non-defaulting Purchasers that it has so arranged for the purchase of such Offered Securities, either the non-defaulting Purchasers or the Company may postpone the Closing Date for a period of not more than up to seven full business days in order to to, among other things, effect whatever any changes that, in the opinion of counsel for the Company or counsel for the Purchasers, may thereby be made necessary in the Registration Statement or General Disclosure Package, the Prospectus Final Offering Circular or in any other documentsdocument or arrangement, and the Company will agrees to promptly file prepare any amendments amendment or supplement to the Registration Statement or supplements to the Time of Sale Prospectus General Disclosure Package or the Prospectus which may thereby be made necessaryFinal Offering Circular that effects any such changes. As used in this Agreement, the term “Purchaser” includes includes, for all purposes of this Agreement unless the context requires otherwise, any person substituted party not listed in Schedule A hereto that, pursuant to this Section 8, purchases Offered Securities that a defaulting Purchaser agreed, but subsequently failed, to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Purchaser under or Purchasers by the non-defaulting Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of Offered Securities that remains unpurchased on the Closing Date does not exceed one-eleventh of the aggregate principal amount of all the Offered Securities, then the Company shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Offered Securities that such Purchaser agreed to purchase hereunder plus such Purchaser’s pro rata share (based on the principal amount of Offered Securities that such Purchaser agreed to purchase hereunder) of the Offered Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; provided, however, that a non-defaulting Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of Offered Securities that it agreed to purchase on the Closing Date, pursuant to the terms of Section 3 hereof. (c) If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Purchaser or Purchasers by the non-defaulting Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Offered Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Offered Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this SectionAgreement shall terminate without liability on the part of the non-defaulting Purchasers. Any termination of this Agreement pursuant to this Section 8 shall be without liability on the part of the Company or the Guarantors, except that the Company and each Guarantor will continue to be liable for the payment of expenses as set forth in Sections 5(j) and 10 and except that the provisions of Section 7 shall not terminate and shall remain in effect. (d) Nothing contained herein will shall relieve a defaulting Purchaser from of any liability it may have to the Company, the Guarantors or any non-defaulting Purchaser for its damages caused by such Purchaser’s default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount number of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the principal amount total number of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers Representatives may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount number of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total number of shares of Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you the Representatives and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 10 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers CSFB may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you CSFB and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 9 (provided that if such default occurs with respect to Optional after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Purchasers' Bonds hereunder and the aggregate principal amount of Purchased Notes Purchasers' Bonds which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes Purchasers' Bonds or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Purchasers' Bonds by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Purchasers' Bonds which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Purchasers' Bonds with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Purchasers' Bonds by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 119. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Purchasers' Bonds hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.be

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Shares hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount number of Purchased Notes which Shares that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the principal amount aggregate number of Purchased Notes or lessShares to be purchased on such date, the non-defaulting Purchasers shall be obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Shares by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in the proportions that the number of Firm Shares set forth opposite proportion to their respective commitments hereundernames in Schedule A hereto, bear to the aggregate number of Shares set forth opposite the names of all such non-defaulting Purchasers (including the provisions of this Agreement), to purchase the Purchased Notes which Shares that such defaulting Purchasers agreed but failed to purchase. If If, on the First Closing Date, any Purchaser or Purchasers so default and the aggregate principal amount number of Purchased Notes Firm Shares with respect to which such default or defaults occur is more than exceeds 10% of the above percentage aggregate number of Firm Shares and arrangements reasonably satisfactory to you the Representatives and the Company for the purchase of such Purchased Notes Firm Shares by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 118. In If, on the event that Optional Closing Date, any Purchaser or Purchasers so default in their obligation and the aggregate number of Optional Shares with respect to purchase Purchased Notes hereunder, which such default or defaults occur exceeds 10% of the aggregate number of Optional Shares and arrangements satisfactory to the Representatives and the Company mayfor the purchase of such Optional Shares by other persons are not made within 36 hours after such default, by prompt written notice to the non-defaulting Purchasers, postpone Purchasers shall have the Closing Date for a period option to (i) terminate their obligation under this Agreement to purchase Optional Shares or (ii) purchase not less than the number of not more than seven full business days in order Optional Shares that such non-defaulting Purchasers would have been obligated to effect whatever changes may thereby be made necessary purchase in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time absence of Sale Prospectus or the Prospectus which may thereby be made necessarysuch default. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount of Purchased Notes which the Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessthe Offered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers CSFBC may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes the Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of the Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you CSFBC and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 9 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes hereunder and the aggregate principal amount of Purchased Notes which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes or less, the non-defaulting Purchasers may make arrangements satisfactory to the Company for the purchase of such Purchased Notes by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes with respect to which such default or defaults occur is more than the above percentage 20 and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes by other persons are not made within seventy-two hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 1110. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes hereunder and the aggregate principal amount of Purchased Notes which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company Corporation for the purchase of such Purchased Notes by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company Corporation for the purchase of such Purchased Notes by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the CompanyCorporation, except as provided in Section 1110. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company Corporation may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company Corporation will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Offered Securities hereunder and the aggregate principal amount of Purchased Notes which Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessOffered Securities, the non-defaulting Purchasers CSFB may make arrangements satisfactory to the Company Issuer for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Offered Securities that such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of Offered Securities and arrangements reasonably satisfactory to you CSFB and the Company Issuer for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the CompanyIssuer or any Guarantor, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary9. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default. If other Purchasers are obligated or agree to purchase the Offered Securities of a defaulting or withdrawing Purchaser, the Issuer or CSFB may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Issuer or counsel for the remaining Purchasers may be necessary in the Offering Document or in any other document or arrangement.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Stock hereunder and the aggregate principal amount number of shares of Purchased Notes Stock which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount number of shares of Purchased Notes Stock or less, the non-defaulting Purchasers may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Stock by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Stock which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount number of shares of Purchased Notes Stock with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Stock by other persons are not made within seventy-two hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Stock hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes the Preferred Securities hereunder and the aggregate principal amount of Purchased Notes the Preferred Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes the Preferred Securities or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company Trust and BGE for the purchase of such Purchased Notes Preferred Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date Time of Delivery the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Preferred Securities which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes the Preferred Securities with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you you, the Trust and the Company BGE for the purchase of such Purchased Notes Preferred Securities by other persons are not made within seventythirty-two six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the CompanyTrust or BGE, except as provided in Section 119. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Preferred Securities hereunder, the Company Trust or BGE may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date Time of Delivery for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.other

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes hereunder and the aggregate principal amount of Purchased Notes which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes or less, the non-defaulting Purchasers may make arrangements satisfactory to the Company for the purchase of such Purchased Notes by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably reasonable satisfactory to you and the Company for the purchase of such Purchased Notes by other persons are not made within seventy-two hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 1110. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount of Purchased Notes which the Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase is does not exceed 10% of the total principal amount of Purchased Notes or lessthe Offered Securities that the Purchasers are obligated to purchase on such Closing Date, the non-defaulting Purchasers CSFB may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the such Closing Date Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which Securities that such defaulting Purchasers agreed but failed to purchasepurchase on such Closing Date. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes the Offered Securities with respect to which such default or defaults occur is more than exceeds 10% of the above percentage total principal amount of the Offered Securities that the Purchasers are obligated to purchase on such Closing Date and arrangements reasonably satisfactory to you CSFB and the Company for the purchase of such Purchased Notes Offered Securities by other persons are not made within seventy-two 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In 9 (provided that if such default occurs with respect to Optional Securities after the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunderFirst Closing Date, the Company may, by prompt written notice this Agreement shall not terminate as to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order Firm Securities or any Optional Securities purchased prior to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessarysuch termination). As used in this Agreement, the term “"Purchaser” " includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes Stock hereunder and the aggregate principal amount number of shares of Purchased Notes Stock which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount total number of shares of Purchased Notes Stock or less, the non-defaulting Purchasers you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes Stock by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date time of purchase, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes Stock which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount number of shares of Purchased Notes Stock with respect to which such default or defaults occur occurs is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes Stock by other persons are not made within seventythirty-two six (36) hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section Sections 4(j), 4(k), 10(b) and 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes Stock hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date time of purchase for a period of not more than seven five (5) full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used Nothing in this AgreementSection 8, the term “Purchaser” includes however, shall obligate any person substituted Purchaser to purchase or find purchasers for a any number of shares of Purchased Stock in excess of that agreed to be purchased by such Purchaser under the terms of this Section. Nothing Agreement; nor shall anything herein will relieve a defaulting operate to limit any rights which the Company may have against any Purchaser from liability for its default.who shall